July/August 2008 --
Vol. XXIX No. 171
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"BEST PRACTICE" BOARDS
AND CEOS
by John E. Pepper
What sets the best directors apart? |
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What are the qualities of a superlative corporate board
member? John Pepper, with decades of experience leading some of America’s
foremost corporations and nonprofits, offers his insight. "Best practice" board
members stick to their values, back up the CEO (when they believe he is right),
do their homework—and always push the company to be better. |
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SHAPING THE
NOMINATING/GOVERNANCE COMMITTEE
by H. Stephen Grace, Jr., Ph.D. and John E. Haupert
The board’s new "do it all" committee. |
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The nominating committee of most boards was a sleepy place
that met once a year to do very little. Today, it is being transformed into a
new nominating and governance committee. With a portfolio that can include
evaluation, new governance rules, disclosure and risk management, it is now one
of the hottest spots in the boardroom. |
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ACTIVISTS IN THE
BOARDROOM
by Brian Sullivan and Michael Kelly
When an outside gadfly becomes your newest
director. |
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Shareholders are knocking on the boardroom door as never
before, and increasingly demand attention. Activists expect to communicate with
boards today on issues ranging from strategy, to results, to mergers and
acquisitions to company leadership—and sometimes they want a seat on the board
itself. How can a board engage with these investors to benefit the company
overall? |
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THE NEW WORLD OF
LEVERAGED BUYOUT "DEAL PROTECTION"
by Overton Thompson III and Ryan D. Thomas
When a pending deal collapses, what should the board do? |
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Within a year, the market for leveraged buyout deals,
especially those with private equity, has gone from a flood to a drought. This
has left some boards wrestling with what had seemed sure deals that now are
drifting away, or even falling apart. How can a board protect both pending
deals and the interests of shareholders? |
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MANAGING AN INTERNAL
INVESTIGATION
by Lori Lynn Phillips and Nicole M. Ryan
Asking dangerous questions can bring dangerous answers. |
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When the board faces allegations of serious internal
wrongdoing, it must take on a role it was never designed for—investigator. By
wisely delegating the task to a board committee, outside counsel, and skilled
consulting talent, the board can not only get to the bottom of matters, but
keep company secrets secret. |
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CONVERSATIONS:
SUSAN STAUTBERG
Networking women directors. |
According to the advocacy group Catalyst, women held 14.8
percent of all U.S. Fortune 500 board seats in 2007, continuing a long record
of modest growth. Various attempts have been made to increase the
representation of women on boards. In Norway, a 2003 law mandated that
corporations achieve 40 percent female board membership. Sweden and Spain are
proposing similar legislation.
In the U.S., grassroots attempts to build the
networking power and impact of women directors are showing their own impact.
One has been the WomenCorporateDirectors group, launched in 2000. WCD members
connect regularly to share board openings, member news, media opportunities,
and to conduct surveys on board issues. There are currently eleven U.S.
chapters, plus one in London, England.
Susan Stautberg is a founder and president of WCD, and
CEO of PartnerCom. |
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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.
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