Vol. 37 Nbr. 5, September 2013
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- Arbitrary limits.
- Relationships old and new.
- Governance Rashomon: don't be confused: all directors are equal.
- Shareholder activism can be such a sham: how does owning a large but not overwhelming interest in a company mean you can run roughshod over a board?
- Success fees for special committee work: caution is required as contingent payments may create a potential conflict of interest.
- Lawyers as directors: dual role has its risks: enter into this relationship with your eyes wide open.
- Social media: to be handled with care: it may be up to the audit committee to ensure that management puts in place a risk-aware social media governance framework.
- Fortifying your board to defend against an activist: it may be advisable to replace directors who are vulnerable to proxy advisor criticism and thus become fair game for activist targeting. Here is what puts a board member in the cross hairs.
- Should you serve on an activist's slate? Will you be viewed as a renegade? Quite to the contrary.
- Bringing 'another view of life' into the boardroom.
- The skirmish over special pay for activist nominees: what has been put in play and what the future may hold for a bylaw that restricts director nominee incentive payments.
- The 'toxic' director: it takes only one to derail the board: I have seen numerous examples of one director's dysfunctional behavior significantly impairing the effectiveness of a board.
- The Directors & Boards survey: CEO and director compensation 2013: two themes emerged: a love/hate relationship with the use of peer group metrics, and a desire to make cash compensation a lower factor in determining overall annual pay.
- How to better achieve CEO investor alignment: stock ownership guidelines miss the boat. More important are rigorous equity retention requirements.
- How we are finding our future leaders: it is common in organizations for leadership skills not to be recognized. Here is how one company is sidestepping that trap by building a cutting-edge succession process.
- Book it: best bets for board reading: from a roundup of new books, insights on CEO benchmarking, recruiting 'A' talent, speechmaking success, audit committees, manager-kings, and boardroom surprises.
- Breaching the silence on cyber security: for all the sound and fury, many boards spend surprisingly little time on cyber security. Here are 10 questions directors should be asking management.
- Directors Roster: a quarterly record of new director appointments.
- How I recruited Rosalynn Carter to the Gannett board.
- Building a 'shoot for the moon' board.
- Millstein Governance Forum selects its 2013 'Rising Stars'.
- 'Slow progress' in U.S. and globally for women on boards.
- Unilever's Paul Polman on the power of women.
- Top 10 reasons for not selecting someone as board chair.
- 'The work of DirectWomen is more important than ever'.
- Summit spotlights the 'private side' of governance.
- Assumptions and prejudices: certain concepts of board composition are not well founded and need to be reexamined.