NACD - National Association of Corporate Directors
Directorship Magazine May/June 2015 Issue

Table of Contents

May/June 2015


"Don't Let Me Be Misunderstood"


Federal D&O Litigation: Washington’s New War Zone?

If you or your organization have run afoul of a federal regulation, intentionally or not, the “war” is on. These agencies want you—in court.
by Alexandra R. Lajoux

Liability Risks Specific to Cybersecurity, M&A Activity Are on the Rise

A by-the-numbers look at the dramatic changes in litigation patterns noted in Cornerstone, PwC reports.
by Jesse Rhodes

Could Corporate Bylaws Effectively Reduce Incentives for Shareholder Litigation?

A look at how several state court decisions underscore the potential for corporate bylaws to reduce incentives for the plaintiffs’ bar to file shareholder lawsuits
by Holly Gregory

The ‘Globalness’ of Risk In a Connected World

Globalization has significantly expanded liability for public companies and their directors and officers. Is your organization prepared?
by Brenda A. Shelly

Fiduciary Duties of Directors Are Key to Minimizing Cyber Risk

The failure to maintain adequate risk oversight is a cybersecurity debt that will likely expose companies, officers, and directors to liability in the future.
by Michelle A. Reed, Natasha G. Kohne, and Jenny M. Walters

Risk vs. Reality

A first-hand account of what it's like to be a director embroiled in a shareholder lawsuit.
by Jeffrey M. Cunningham

Leading Minds of Compensation

Staying Ahead of Pay Practices

Compensation experts address TSR, incentives, and how to manage bad news.
by NACD Editors

Global Cyber Summit

Inaugural Event Equips Boards to Address Cyber Threat Landscape, Build Resiliency

Coverage of NACD's first Global Cyber Summit, which explored prescient issues such as the link between cyber threats and business strategy, board implications of privacy and security threats, and financial investment for cyber defense.
by Ashley Marchand Orme


CEO’s Letter

Lessons From the Light Brigade

NACD CEO Ken Daly on director and officer liability
by Kenneth Daly

Editor’s Note

Enduring Value

NACD Directorship Editor in Chief Judy Warner discusses the May/June 2015 issue
by Judy Warner

The Director’s Chair

Health Begins in the Boardroom

A wellness model enhances corporate productivity and profitability.
by William Galle

Keeping Count

Sizing Up Governance Practices at Private Firms

An in-depth look at NACD's latest governance survey data that shows how private company board size impacts their governance practices.
by Ted Sikora

Washington Update

Safe Harbors for Cyber-Suit Seas

The recently-passed McCaul bill emphasizes how D&O advocacy makes a critical difference.
by Alexandra R. Lajoux

NACD Board Leadership Fellow

Howard A. Bain III

Meet Howard A. Bain III, a former CFO, an IT ace, and a governance leader.
by Jesse Rhodes


A Chief Cyber Warrior

Cybercriminals really have just one rule, says Theresa Payton, and that’s pay for performance.
by Lynn Hughes


From the Front Lines: Assessing Risk, Leadership, and Crisis

Mary Ann Cloyd and Gary Roughead share their views on managing risk.
by Judy Warner and Ashley Marchand Orme

In Practice

The CIO-Board Relationship: Here’s How It Should Work

Both the audit committee and the CIO should govern IT risk by focusing on an appropriate balance of people, process, and technology. Here is a partial list of questions to consider.
by Subash Anbu


Rise of the Middle Class Abroad Alters Expectations and Creates New Tensions

Suggestions for how directors can address emerging geopolitical risk in the boardroom.
by Ashley Marchand Orme

Entrepreneurial Governance

Cybersecurity Insurance 101: Focus on What’s Excluded

Issues that small-cap boards should keep in mind as their companies consider purchasing cyber insurance.
by Adam J. Epstein

Small Talk

The Last Laugh: Slave to the Algorithm

A few conversation starters to leave you with a smile. THIS MONTH: A study in algorithm bias, lemonade stand entrepreneurs, corporate art collections, and more.
by Jesse Rhodes

Research and Development

Higher-Ambition CEOs Need Higher-Ambition Boards

A by-the-numbers look at the rising trend toward more responsible and transparent corporate citizens.
by Edward Ludwig, Elise Walton, and Michael Beer

The Directorship Interview

Hire the CEO Who ‘Gets Things Done’

An interview with University of Chicago Booth School of Business Professor Steven N. Kaplan on some of the prevalent myths surrounding executive compensation.
by Jeffrey M. Cunningham


Board Succession

Opportunity Knocks for Diversity

A new global survey looks at generational change.
by Bonnie W. Gwin

Audit Committee Roundup

BEPS, Transparency, and Country-by-Country Tax Reporting

The obligation to report country-by-country tax information to all jurisdictions is on the immediate horizon. Here's how your audit committee can assess if your company is prepared.
by Dennis T. Whalen and Manal S. Corwin

Executive Compensation

Aligning Goals When the Future Is Not So Rosy

What should a company do when it has target goals that are lower than last year’s targets or actual results? The answer is a four-step process with the overall objective of being fair to both management and shareholders.
by Dayna Harris

Protecting Internal Audit Independence

A new report by the Institute of Internal Auditors Research Foundation sheds light on the political pressures facing chief audit executives.
by Richard Chambers


Boards Must Look to the Future with a Thoughtful Succession Plan to Lead and Win

Three fundamental considerations for boards gearing up for selecting a new CEO.
by Nels Olson, Tierney Remick, and Andrés Tapia