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May/June 2013-- Vol. XXXIV No. 200

BOARD EVALUATION—THE LESSONS LEARNED by Ian Muir
With board evaluation required, Great Britain makes it a governance asset.

Does board evaluation really deliver value? Does it ask the right questions? Should outside facilitators be involved? Are the board failings uncovered really being corrected? In Great Britain, which has long required board assessment, an in-depth survey posed these questions to the leaders and members of a broad spectrum of major company boards. The responses show solid support for the value of board evaluation, but concern over some ongoing weaknesses.

BOARD OVERSIGHT OF MAJOR CAPITAL PROJECTS
by Richard Westney, Jack Evans and Stephen Tsai
“Bet the company” projects demand specialized board oversight.

“Bet the company” projects are more than just a figure of speech for corporate directors. Boards are often called upon to weigh and approve massive capital projects that will provide needed capacity for the future—or could break the company’s finances. How should the board hone the expertise it needs to wisely review capital “mega-projects?”

SUCCESSFUL BOARD INVESTIGATIONS by David Bayless and Tammy Albarrán
The stakes are high. Results can be subject to “second-guessing.” Is your board ready?

The times when a board of directors must conduct an internal investigation are rare, thankfully. Yet when an investigation is required from the very top of the company, the stakes could not be higher. By setting high goals and even higher standards of conduct, your investigation can satisfy the toughest critics, from investors to regulators.

THE END OF GOLDEN PARACHUTES? by David M. Schmidt and James F. Reda
Golden parachutes may be dying, but shareholders are still demanding they evolve.

Investors and the business media may be vexed about rich executive pay plans, but “golden parachute” severance packages stir particular outrage. Too often, it seems, this departure pay rewards failure, is based on inflated numbers, and loses “say on parachute” investor votes. How can your board design severance plans that can stand up to public scrutiny?

BUILDING YOUR CEO SEARCH COMMITTEE by Morten Nielsen and Keith Meyer
A solid internal board structure brings good outside search results.

Most directors know that finding and hiring the right chief executive is the keystone job of a corporate board. However, boards can fumble the procedural steps needed to do this task well. Forming a board CEO search committee, giving it a good mandate, leadership and processes will help assure your company smooth continuity of talent.

CONVERSATIONS: BETSY ATKINS Adding “digital DNA” to your boardroom.

Ecommerce, social media, mobile technology, and other threads of digital change have woven themselves into even the most traditional companies. Is the expertise needed to examine, value and support these technologies found in your boardroom? If not, Betsy Atkins would like a word with you.
Atkins, CEO of venture capital firm Baja Corp., has a strong background in business and boardroom leadership, with a special emphasis on new technology. She was chair and chief executive of the ClearStandards software firm until selling it to SAP, and her boardroom vitae includes Polycom, NASDAQ, Chico’s, Schneider Electric and HealthSouth. Atkins sees the urgent need for “digital directors”—board members who can lead (or prod) companies into considering fresh tech opportunities.

IN REVIEW Index to actions, regulations and surveys.

SPOKEN & WRITTEN Excerpts of articles and speeches.

DIRECTORS' REGISTER Recent board elections.

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