NACD - National Association of Corporate Directors
Directorship Magazine September/October 2015 Issue

Table of Contents

September/October 2015


Taking the Long View with Bill McNabb


Is a Disruptive Innovator Attacking Your Company?

Raymond V. Gilmartin explores the origins of innovation—what is disrupted and why.
by Raymond V. Gilmartin

Forecasting Key Compensation Issues

Leading compensation consultants weigh in on vexing pay program questions.
by NACD Editors

The Director’s Guide to CEO and Board Succession

A guide for directors to manage the talent pipeline and ensure the success of a new CEO.
by Jane Edison Stevenson, Stuart S. Crandell, Dee Gaeddert, Dennis Carey, and Robert Hallagan


CEO’s Letter

The Rising Importance of Business Judgment

NACD CEO Kenneth Daly reflects on the principal of business judgment amid disruptive innovation.
by Kenneth Daly

Editor’s Note

Taming Disruption

Editor in chief Judy Warner underlines the key to weathering disruption: reason.
by Judy Warner

The Director’s Chair

Cyber Threats Necessitate A New Governance Model

To protect themselves and the businesses they oversee, the way businesses govern their technology practice absolutely must change.
by Gerald M. Czarnecki

Keeping Count

New Survey Data Reveal the Demands and Challenges Unique to Nonprofits

Turnover and independent leadership are among the key characteristics of nonprofit boards.
by Ted Sikora

Washington Update

Federalizing Fiduciaries: Fund Advisors Today, Company Directors Tomorrow?

A quiet governance battle is afoot in Washington concerning the oversight of fiduciary responsibility.
by Alexandra R. Lajoux

Delaware Watch

Director Primacy Upheld

The Delaware Court of Chancery again upheld the board-centric approach to corporate law, referred to as “director-primacy,” in July.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Jeannine Strandjord

An interview with Board Leadership Fellow Jeannine Strandjord, a proven Chief Integration Officer, strategist, and boardroom leader.
by Jesse Rhodes


An Activist and a Comp Consultant

Glenn W. Welling and Robin A. Ferracone exchange ideas and debate the finer points of executive pay.
by Judy Warner

In Practice

Advice for a First-Time Public Company CEO

What newly minted CEOs need to know to ensure continued success.
by Thomas A. Cole

Building a Spin-Off Board: Are You Ready?

A new era of corporate splits, spins, and separations raises the stakes on making a bad board appointment.
by Bonnie W. Gwin and John T. Thompson


Raising the Bar to Improve Private-Company M&A Deals

On June 23, the National Association of Corporate Directors (NACD) and KPMG’s Private Markets Group, hosted a roundtable event where more than 20 leading governance professionals and directors discussed the current, robust M&A environment.
by Mary Farrell

Entrepreneurial Governance

Buy-Side Memo to Small-Cap CEOs: Hire In-House Counsel ASAP

Consider these five reasons small, public companies should consider hiring in-house counsel.
by Adam J. Epstein


Survival in a Digitized World: Adapt Or Be Gone

Author Robert Tercek explored the necessary steps for surviving digital disruption in Vaporized: Solid Strategies for Success in a Dematerialized World.
by Liz Jarvis

Private Company Insights

Three Years On: The Impact of the JOBS Act on Private Companies

Salvatore Melilli discusses the effects of the Jumpstart Our Business Startups (JOBS) Act on small companies three years after it was signed into law with Kate Mitchell, co-founder and partner of Scale Venture Partners.
by Salvatore Melilli

Small Talk

Taking the Lead, The Sound of Music, More

A few conversation starters to leave you with a smile. THIS MONTH: decentralizing traditional corporate leadership structure, small changes to a comfy old favorite, and bandwidth takes on Broadway.
by Jesse Rhodes


Audit Committee Roundup

Bridging the GAAP

In an environment where the use of non-GAAP financial measures it is critical that the committee has a robust dialogue with management about the process by which management develops non-GAAP financial measures, and their correlation to the actual state of the business and results.
by Dennis T. Whalen


Testing Pay for Performance

Keys for directors to test the alignment between pay programs and CEO performance.
by Chris Havey and James Limmer

Internal Audit

Internal Audit’s Role in Corporate Culture

Internal audit is in a position to successfully examine and monitor corporate culture, but only if it can develop skills that combine subjective and objective measures.
by Richard Chambers

Boardroom Communications

Maintaining Director Confidentiality

Steps that companies can take to reduce the likelihood of boardroom leaks and limit the damages resulting from them.
by Steven B. Stokdyk, Joel H. Trotter, and David A. Zaheer

Board Composition

The Strategically Aligned Board: How to Get There from Here

What is the process boards should follow to ensure that they create the right board team? Here are a few directions for boards deciding on where they want to take the company next.
by Phyllis Deiso

Risk Management

Achieving Cybersecurity Excellence

Cybersecurity is a challenge with high stakes for organizations of all types and sizes. Here's how boards can look at dividing cybersecurity oversight responsibilities.
by Raj Chaudhary

Strategy and Risk

Ethical Warning Signs Directors Should Watch For

Six warning signs directors should watch out for in fulfilling their responsibilities to ensure management sets the proper tone for the organization.
by Jim DeLoach