On the front lines of executive pay: revisiting the top comp
stories of 2007 suggests some next-stage steps for crafting pay pro
LAST YEAR BROUGHT some remarkable stories to the executive
compensation forefront--from huge CEO severance payouts to equally huge
paybacks and to shareholder activism through "say on pay."
Here . . .
SEC report card 2007; The commission tackled proxy access,
Sarbanes-Oxley refinements, terrorism ties, securities markets
global
LAST YEAR WE GRADED the SEC's performance in 2006, and came
out with a harsh critique. This year, we are more optimistic, although
it is a cautious optimism. We note two trends driving the SEC. The . . .
The Aspen Principles: a better way forward: a critical mass of
'strange bedfellows' came to market in 2007 with a plan to
revers
IF WE HAVE ANY DOUBT about the prevalence--and cost--of
"short-termism" in U.S. capital markets, the current economic
fallout ought to offer useful data. The subprime crisis, when the final
losses . . .
Company index.(DIRECTORS ROSTER)
ADA-ES Inc.
Affymax Inc.
AGCO Corp.
Alcoa Inc.
APAC Customer Services Inc.
Apple Computer Inc.
Autodesk Inc.
Biogen Idec Inc.
BlackRock Inc.
BMC Software Inc.
Church & Dwight . . .
The next best place to invest? Child care: get involved in
providing high-quality early child care and education programs for yo
COMPANIES ARE OFTEN CAUGHT in a classic dichotomy. What is good for
the organization today may not be best for the long-term, and
vice-versa. The battle pitting today's stock price or, for . . .
A tale of two fairness opinions; Last year brought us FINRA Rule
2290--a wake-up call for dealmaking directors.(MERGERS AND
ACQU
WHEN IT COMES TO FAIRNESS OPINIONS provided to corporate board
members in connection with major corporate transactions, new FINRA Rule
2290 will undoubtedly usher in a new paradigm. The new rule, . . .
'Say on pay' is not a 'slippery slope': an
advisory vote on executive compensation makes sense for both companies
and shareholde
SHOULD SHAREHOLDERS HAVE THE RIGHT to an advisory vote on executive
compensation? What would be the consequences? These questions have
become the defining issue of the 2008 proxy season in the U.S. . . .
Year in review II.(EDITOR'S NOTE)
WELCOME to the second annual "Governance Year in Review"
special edition of DIRECTORS &BOARDS. We added this fifth issue in
our quarterly publication schedule to deliver even greater value to . . .
Directors Roster: a quarterly record of new director
appointments.
THE DIRECTORS & BOARDS Directors Roster--a quarterly record of
new director appointments--is compiled from public and private sources
by the editorial staff of DIRECTORS & BOARDS and is sponsored . . .
The protocol of a turnaround manager: this peek into a turnaround
pro's playbook reveals the initiatives directors themselves ca
CHANGE IS A CONSTANT, surprises happen all the time, and directors
need to be sure they are well positioned to protect the health of the
company for which they are responsible. Fine, you say, but . . .
Corporate governance litigation: 2007 review: report from
Delaware: a spotlight on several court rulings that moved the governan
THE HARSH CONSEQUENCES of being a faithless fiduciary were evident
in 2007, when increased efforts by the Securities and Exchange
Commission and U.S. Attorneys' Offices resulted in a wave . . .
What the proxies tally: a rising tide of activism: the voting
both last year and this year shows a stiffening resolve by shareho
THE 2007 AND 2008 PROXY SEASONS have been characterized by a rising
tide of shareholder activism, spurred on both by a concerted effort to
require boards to dialogue with shareholders on executive . . .
The director's dilemma: it is hard to know when simply
raising questions, and eyebrows, has become
insufficient.(ENDNOTE)(Reprin
IN HIS REPORT on the problems at WorldCom, Richard Breeden
observed, "Perhaps more than speeches from lawyers, every board can
use a curmudgeon or two" (my emphasis). He went on to note,"
Someone . . .
Boards think they're doing a good job ... but CEOs disagree.
What directors can do to bridge that disconnect.(HEIDRICK &
STRUGGL
SOME 95 PERCENT of directors rate their boards as either effective
or very effective overall. That was the finding of a recent study of
board effectiveness conducted by Heidrick & Struggles in . . .
'Above reproach': the Norman Hsu case; This fiasco
offers five important due-diligence lessons for directors and officers
in sta
WHEN A CORPORATION enters into a relationship with any individual,
it puts its collective reputation, as well as that of its directors and
officers, on the line. In the vast majority of instances, . . .
Mission of the CAQ: enhance audit quality; Investors view
auditors as allies, but expect them to find fraud. We're hearing
that
PROTECTING THE INTEGRITY of the capital markets is critical to our
nation's economic well-being. Public company auditors have a
central role in that effort, and the profession has taken . . .
Next steps? Be careful what you wish for: in the name of
advancing shareholder rights, let's not harm shareholder
interests.(SHA
IN 2004, AS HEAD OF the corporate governance program at TIAA-CREF,
I wrote in its Policy Statement on Corporate Governance the following:
"Good corporate governance should maintain the appropriate . . .
Director index.(DIRECTORS ROSTER)
Abrams, Robin, Openwave Systems Inc.
Anderson, Bradbury H., General Mills
Bailey, John R., Shuffle Master Inc.
Baker, Jr., Douglas M., U.S. Bancorp
Barton, Fran, ON Semiconductor
Bryant, . . .
Book it: best bets for board reading; From a roundup of new
books, leadership insights on sudden succession, human capital
overs
A Wall Street whack for P & G's new CEO
From The Game Changer by A.G. Lafley and Ram Charan. Copyright 2008
by the authors. Published by Crown Business (www.crownpublishing.com).
IT CAME ON . . .
Distinguishing traits of elite performers: here is what separates
the world's best from their second-place contenders.(PERFORMAN
AS IN ANY PURSUIT, the differentiating factors separating the most
highly compensated business leaders from the mediocre performers are
marginal in nature. An executive who earns an annual $10 . . .
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