NACD - National Association of Corporate Directors
Directorship Magazine March/April 2015 Issue

Table of Contents

March/April 2015

COVER STORY

Diversity Engagement

FEATURES

Defining Corporate Culture

Directors should understand the role of culture in business performance and whether culture and company strategy are aligned.
by George M. Anderson, Michael J. Anderson, and Jeremiah B. Lee

Directors Under Age 40

A look at the Millennials and Gen Xers with notable board service.
by Judy Warner and Jesse Rhodes

Changing Nature of Board Work Impacts Director Compensation Plans

The 2014–2015 NACD Director Compensation Report forecasts a rise in pay levels despite stagnation in payment plan design.
by NACD Editors

KPMG Audit Committee Issues Conference

Growth, Volatility, and Shareholder Engagement High on Board Agendas

Speakers at KPMG's annual conference advise how directors can best face disruptors—from technology to geopolitics—that are constantly testing audit committees' tenacity.
by NACD Editors

Leading Minds of Governance

Fee-Shifting Bylaw, Cybersecurity, and Activism Draw Questions

Panelists advise directors on pressing issues ranging from director qualifications to geopolitics.
by NACD Editors

DEPARTMENTS

CEO’s Letter

Culture Shift

NACD CEO Ken Daly on how demographics are transforming boardrooms.
by Kenneth Daly

Editor’s Note

Conversation Starters

NACD Directorship editor in chief Judy Warner contemplates the next generation of directors.
by Judy Warner

The Director’s Chair

A Shout-Out to Directors: Go Long

How boards can take a proactive approach to engaging with activist shareholders.
by Susan L. Decker

Keeping Count

Results of Public Company Governance Survey

NACD Directorship takes a look at the major findings of the 2014-2015 NACD Public Company Governance Survey.
by Adam Lee and Jesse Rhodes

Washington Update

Gimme Shelter

Cyber terror replaces financial meltdown as key threat.
by Alexandra R. Lajoux

NACD Board Leadership Fellow

Wendy Watson

Meet Wendy Watson, a financial services leader, independent director, and an avid learner.
by Jesse Rhodes

Repartee

Linking Compensation to Strategy, Performance, and Culture

Betsy D. Holden and Robin A. Ferracone discuss disruption and linkages.
by Judy Warner

In Practice

Embracing Global Megatrends

Changing demographics, power structures, and more data create new oversight issues.
by Dean A. Yoost and D.J. Peterson

Entrepreneurial Governance

Inside the New American College of Governance Counsel

A look at this new association whose aim is to promote the highest professional standards in the field of governance.
by Adam J. Epstein

Readings

Tools for Integrated Reporting

Experts recommend new sustainability matrix and statement of significance audiences from boards.
by Ashley Marchand Orme

Private Company Insights

Not Going Public? Considerations and Pitfalls in Alternative Financing

KPMG's Brian Hughes explores the unique pitfalls of alternative financing.
by Brian Hughes

Small Talk

The Last Laugh: What's in a Name?

Stories to leave you with a smile and a few conversation starters. THIS MONTH: rising interest in green investing, innovations in medical technology, and the TV show that played a joke on an SEC official.
by Jesse Rhodes

From NACD
NACD History Project

A Record of Setting High Standards: BRCs Define Leading Board Practices

Robert Hallagan, former CEO of Heidrick and current vice chair and managing director of Korn Ferry’s Board Leadership Services, on the history and lasting impact of NACD's Blue Ribbon Commission reports.
by Ashley Marchand Orme

DIRECTOR ADVISORY

Audit Committee Roundup

Keeping an Eye on the Ball

Dennis T. Whalen of the KPMG Audit Committee Institute discusses what is on board's audit committee agendas and how the committees can address agenda overload.
by Dennis T. Whalen

Board Oversight

Tactful Skepticism: What Board Members Should Know About Questioning Management

Richard F. Chambers of the Institute of Internal Auditors discusses the importance of directors having a healthy skepticism of company management.
by Richard Chambers

Changing Course on Boardroom Composition

Two experts from Deloitte address transforming the board to embrace diversity of experience, thought, and voice.
by Deborah DeHaas and Byron Spruell

Compensation

Executive Pay Tally Sheets: A Best Practice

Bob Romancheck and Jeff Keckley of consulting firm Meridian Compensation Partners highlight the ways in which it would be helpful for boards to use executive pay tally sheets in their compensation planning.
by Bob Romanchek and Jeff Keckley

Compliance

What You Need to Know About the New Revenue Recognition Standard

The Financial Accounting Standards Board last year issued its revenue recognition standard. Mary Ann Cloyd, who leads PwC's Center for Board Governance, shares some key points about the standard.
by Mary Ann Cloyd