NACD - National Association of Corporate Directors
Directorship Magazine November/December 2014 Issue

Table of Contents

November/December 2014

COVER STORY

Professionalism Abounds

FEATURES

How Demographic and Technological Forces Will Transform Markets and Create Opportunities

Chuck Underwood and Bob Zukis explain how demographic and technological disruptors will shape the boardrooms of the future.
by Ashley Marchand Orme

Solving Corporate Mysteries

A look at how investigative services company K2 Intelligence is making innovative use of state-of-the-art technology to help companies mitigate risks.
by Ashley Marchand Orme

DEPARTMENTS

President's Letter

First Chair

Kenneth Daly reflects on the 2014 Directorship 100 honorees.
by Kenneth Daly

Editor’s Note

Exemplary Leadership

Celebrating the directors and governance professionals who comprise and maintain the corporate governance ecosystem.
by Judy Warner

Need to Know
SPECIAL SUPPLEMENT

The Changing Face of America and the Boardroom

A proactive embrace of the changing demographics in America will undoubtedly lead to a better understanding of consumers and stakeholders while opening up new avenues for growth.
by NACD Editors

Keeping Count

IPO Activity Suggests Greater Confidence in Markets

The recent uptick in IPO activity may be short-lived, a diminishing effect of the JOBS Act.
by Matt Abedi

Washington Update

Where the (No) Action Is

In the run up to proxy season, shareholder resolutions get screened.
by Alexandra R. Lajoux

Delaware Watch

Directors Given More Authority to Limit Multi-Forum Litigation

A decision affirms that directors have clear authority to require shareholder suits be filed in a single state.
by Francis G.X. Pileggi

Verbatim

What Really Happened? The Financial Crisis and the Fed.

Cato Institute CEO John Allison on the credit crisis, the consequences of fair-value accounting, and the Lehman Bros. bankruptcy.
by Jeffrey M. Cunningham

In Practice

A Life-Cycle Guide to Ethics and Compliance Programs

Andrea Bonime-Blanc and Martin Coyne II on what constitutes an effective ethics and compliance management framework for companies at different stages of development.
by Andrea Bonime-Blanc and Martin M. Coyne II

Governance Challenges Abound for Public Companies In the Services Sector

Talent-driven services corporations contend with unique issues that are difficult to accommodate in a public company.
by Keith C. Wetmore

Entrepreneurial Governance

The Board’s Role in Avoiding Common Post-financing Mistakes

Officers and directors frequently make the mistake of thinking signing definitive deal documents marks the end of the financing. There are, however, additional post-financing steps that need to be considered to ensure success.
by Adam J. Epstein

Private Company Insights

The Challenge of Managing Investors, Time Horizons at a Private Company

Mixing minority investors with family members, employee-owners,and founders can be disruptive—but conflicting views aren’t always counterproductive.
by Brian Hughes

Boardroom Journal

The Rometty Hedge

Jeffrey M. Cunningham on what's really wrong at IBM.
by Jeffrey M. Cunningham

Advisory Council

What's Next on Board Committees' Agendas

Common to all committee work is the great need for informed insight.
by Jesse Rhodes

DIRECTOR ADVISORY

Do You Have a High-Quality Internal Audit Function?

Richard Chambers of the Institute of Internal Auditors helps directors explore whether their company's internal audit is high quality.
by Richard Chambers

Shareholder Activism

Board Members: Are You Thinking Like an Activist Investor?

Chris Ruggeri and Justin Silber discuss ways that boards can think like an activist investor by monitoring market activity, evaluating vulnerabilities, and preparing a response plan.
by Chris Ruggeri and Justin Silber

Audit Committee Issues

Is the Company Using Its Capital Wisely?

Dennis T. Whalen writes that a company's capital allocation process should be robust and well oiled, and the board of directors has an important role to play.
by Dennis T. Whalen

Performance Metrics

Annual CEO Performance Assessments Should Influence Compensation Decisions

Matt Vnuk of Compensation Advisory Partners provides a recommended approach to performance assessment as it would link to executive compensation.
by Matt Vnuk

Mergers & Acquisitions

Maximizing the Value of Mergers & Acquisitions

Elliot Fuhr, Brian Kushner, and Sheila Kindig—all from FTI Consulting—offer guidance on the elements of a successful merger integration.
by Elliot Fuhr, Brian Kushner, and Sheila Kindig

Audit Practices

New Revenue Guidance: Is It Really a Big Deal?

Marc Fogarty from EisnerAmper writes about why boards of directors should pay attention to revenue recognition guidance that was released in May.
by Marc Fogarty

Board Composition

Director Tenure: A Solution in Search Of a Problem

Scott C. Herlihy, Steven B. Stokdyk, and Joel H. Trotter, all from law firm Latham Watkins LLP, discuss why they think instituting director term limits would be misguided.
by Scott C. Herlihy, Steven B. Stokdyk, and Joel H. Trotter

Strategy & Risk

A Formula for Success: Integrating Risk with Strategy Setting and Performance Management

Protiviti Managing Director Jim DeLoach says that effective risk management, when integrated with strategy setting and performance management, can help invigorate opportunity-seeking behaviors.
by Jim DeLoach

Board Evaluations

Commit to In-Depth Board Assessments to Decrease Risk, Increase Effectiveness

While the government does not require regular board assessments, Phyllis Deiso of consulting firm McGladrey points out the benefits of conducting the assessments.
by Phyllis Deiso