NACD - National Association of Corporate Directors
Directorship Magazine May/June 2014 Issue

Table of Contents

May/June 2014


Globalism 2.0


Rethinking the Corporation

In the future, multinational companies will organize around a transparent value system and supply chain.
by Jeffrey M. Cunningham

Braving the Global Maze

Big crises have always had a specific national and even industrial origin. But the one that burst on the world scene in 2008, sporting an unprecedented label of “global financial crisis,” was different.
by Alexandra R. Lajoux

Liability Considerations for the “Global Director”

With the globalization of business operations and investments, opportunities to serve on the board of directors of a foreign company have increased. Those contemplating serving on such boards need to be aware of the laws that govern director responsibilities and the potential for liability.
by Holly Gregory

Agenda 101

Strategy Pivot

The venerable management consultant McKinsey & Co. has powerful if somewhat alarming advice for future-minded directors, and it begins with taking a hard look in the boardroom mirror.
by Jeffrey M. Cunningham

Leading Minds of Compensation

Performance, Discretion Rise in Executive Pay

An expert panel of pay consultants at New York’s Metropolitan Club address the most pressing issues concerning executive compensation.
by Jesse Rhodes

Directorship 2020

The Geopolitical and Economic Disruptors That Lie Ahead

Michael Singh and Leo Abruzzese discuss the geopolitical and economic risks that are expected to create significant change for companies and industries in the coming years—and the implications for the boardroom.
by NACD Editors

Women Who “Aim High” Reveal Pipeline for Board Service

Annual Legal Momentum awards showcase executive achievers.
by NACD Editors


President's Letter

A New “Relativity Theory” for Boards

As the global economy grows ever more interconnected, strategic opportunities and risks rise accordingly. So what does this mean to an individual director serving an individual company? It’s all relative—literally.
by Kenneth Daly

Editor’s Note

Local Connections

Being a corporate citizen means connecting with the communities where business is conducted.
by Judy Warner

The Director’s Chair

Overwhelmed by Board Books? You’re Not Alone

It is easy for directors to become overwhelmed with information, but is more necessarily better?
by Denise Kuprionis

Keeping Count

A Change in Governance Ratings Has Companies Checking Their Scores

Revisions to ISS governance risk scoring system include greater focus on independent directors.
by Matt Abedi

Washington Update

Global Accounting Convergence: What in the World Is Happening?

This edition of “Washington Update” explains what the FASB and the IASB are doing jointly and separately about global standards for public, private, and nonprofit companies in the United States—and what these issues mean for the new “global boardroom.”
by Alexandra R. Lajoux

Delaware Watch

Business Judgment Rule, Board’s Ouster of CEO Affirmed

Court spells out standards for business judgment rule in controller buyouts; finds fault in CEO’s acquiescence.
by Francis G.X. Pileggi and Kevin F. Brady

NACD Board Leadership Fellow

Virginia Gambale

NACD Board Leadership Fellow. Technologist. Strategic Advisor. Board Director.
by Jesse Rhodes

In Practice
Information Risk

Avoiding the Digital Dark Age and Remaining Competitive

How to protect proprietary information against disclosure or misuse.
by Charles R. Ragan

Board Self-Evaluations: Practical and Legal Implications

In implementing the self-evaluation, boards not only need to have an appreciation of the process, but also should make certain that it is suited to the company’s particular situation and needs.
by Mark Kessel and Stephen T. Giove

Entrepreneurial Governance

A Conversation With Scott Kupor: Small-Cap Capital Formation

Adam J. Epstein interviews Scott Kupor, who is managing partner at Andreessen Horowitz, one of the most prominent venture capital firms in Silicon Valley.
by Adam J. Epstein


Inside Knowledge: Raised by Mother Merrill

In Catching Lightning in a Bottle, Winthrop H. Smith Jr. chronicles the history of Merrill Lynch from the company's revolutionary rise to the final shareholder meeting before its acquisition.
by Matt Abedi

Changing Lives, Selling Lipstick

In her new book, Deborah Himsel chronicles Andrea Jung’s ascension to the top of Avon—and her subsequent fall.
by Judy Warner

Private Company Insights

Beyond the Headlines in Washington

There are several recently implemented regulations that will affect private companies in the coming years, some less obviously than others.
by Thomas J. Duffy

Boardroom Journal

California Dreamin’

Corporate exodus from California prompts reevaluation of Hewlett-Packard's Meg Whitman as a political candidate. PLUS The effect of shorter CEO tenures and CNBC's Becky Quick's one-on-one with Warren Buffett about the Coca-Cola compensation issue.
by Jeffrey M. Cunningham


A Leading Power Producer Responds To Demand, Provides Greater Insight

Actions support a commitment to the founder’s belief that communities and companies thrive together.
by NACD Editors



When It Comes to Director Compensation, Don’t Confuse Cost With Value

With more expected of directors than ever before, it can be more costly in the long run not to recruit the best. A look at setting director compensation.
by Joe Griesedick and Nels Olson

Mergers and Acquisitions

Transformational Change: How the Board Can Help

To be successful in today’s complex and competitive world, companies must think ahead and be willing to transform themselves to respond to economic, political, regulatory, technological, and other pressures.
by David Tilk

Board Risk

Have the New Dodd-Frank Rules Blurred the Roles of the Board and Management?

Dodd-Frank's Regulation YY affects how boards operate, with the possibility of a spillover effect on board practices in other industries.
by Carol Beaumier and Jim DeLoach

Audit Committee Roundup

The Cybersecurity Challenge

Cyber risk now tops audit committee agendas. How can boards be certain that management has its arms around cyber security risks?
by Dennis T. Whalen and Greg Bell