July/August 2010 -- Vol. XXXI No. 183
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10 HALLMARKS OF GOOD COMPENSATION COMMITTEES
by Bill Coleman and Joshua Lurie
Investors will use these points to grade your pay programs. |
| How do shareholders view your executive pay programs? What is required for a high functioning compensation committee? The authors share their experience auditing pay programs for fairness, results, and compensation committee best practices. |
THE BOARD AND RISK MANAGEMENT by Michael R. Young
Has your board built a solid risk oversight structure? |
| Never before has effective board oversight of corporate risk been more vital—yet boards remain stymied by company risk management programs that are poorly managed, complex and dispersed. Many companies need practical governance structures which can help the board monitor how well risk is being managed. |
CEO SUCCESSION: THE ULTIMATE MEASURE OF BOARD PERFORMANCE
by Clarke Murphy
Good succession is a measure of good governance. |
| Item number one on any description of corporate board duties is hiring and firing of a chief executive. However, success in CEO selection depends in large part on shaping a sound succession process from the board level. Shareholder advocates now see good CEO succession planning as a reflection of the quality of the board itself. |
GETTING THE MOST FROM BOARD PEFORMANCE ASSESSMENT
by Susan Ellen Wolf and Jeffrey M. Stein
A solid evaluation program is an all-purpose governance tool. |
| Though public company boards have come around to the need for regular self assessment, that does not mean all are doing it well. An effective board performance assessment should show which processes need improvement, bring focus to board succession planning and strengthen your committees. |
HOW TO AVOID CONTROL DISASTERS by Robert J. Stuckey and Kenneth Carlton Cooper
Lessons learned from our corporate control failures.
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| Recent business scandals, from Enron to Goldman Sachs, have shared a common factor—a board that assumed a sound system of controls was in place to prevent such disasters. What lessons have we learned that can allow boards to shape a corporate control system that will really prevent the next failure? |
CONVERSATIONS: JOSEPH GRUNDFEST Wither director education? |
| The idea that corporate board members would benefit from training on how to better perform their roles has had a varied history of both support and neglect. Stanford University launched one of America’s first major director education programs in the early 1990s, followed by similar sessions at business schools across the country. This movement increased in 2002 when Institutional Shareholder Services (later acquired by RiskMetrics) started giving credit to corporations whose board members attended qualifying sessions. In February, RiskMetrics dropped its accreditation program. Joseph Grundfest, a Stanford University School of Law professor who has led the school’s Center for Corporate Governance since its inception, offers his take on why director education remains crucial. |
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IN
REVIEW Index to
actions, regulations and surveys. |
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SPOKEN
& WRITTEN Excerpts
of articles and speeches. |
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DIRECTORS'
REGISTER Recent
board elections. |