NACD - National Association of Corporate Directors
Directorship Magazine November/December 2015 Issue

Table of Contents

November/December 2015

COVER STORY

A Pantheon of Power and Influence

FEATURES

Boardroom Guide to Shareholder Communications

Stuart R. Levine on the Complexities of Modern Shareholder Communications

Stuart R. Levine, a director of Broadridge Financial Solutions, spoke with NACD Directorship about current trends in shareholder communications.
by NACD Editors

Boardroom Guide to Shareholder Communications

Is the In-Person Annual Meeting a Relic of the Past?

It’s time that the annual meeting is streamlined into a partially or even entirely electronic meeting.
by Jonathan Foster

Sustainability

At Forest City, Board Engagement Fosters Diversity and Inclusion

This guide illustrates the practical steps directors can take to foster diversity and inclusion from the boardroom.
by Bob O'Brien

Sustainability

Establishing a Climate-Competent Board

Shareholder calls for climate competency will mount as the business case for climate action becomes ever more real.
by Richard C. Ferlauto

DEPARTMENTS

CEO’s Letter

The Power of One

NACD CEO Kenneth Daly contemplates the power of individual directors to elevate the profession.
by Kenneth Daly

Editor’s Note

Best Advice

Editor in chief Judy Warner reflects on the directors and governance professionals who best exemplified NACD's mission in 2015.
by Judy Warner

Chair’s Address

A Call for Greater Board Leadership Amid Shareholder Activism

NACD chair Reatha Clark King urges directors to re-examine their roles in light of monumental shifts in the business environment.
by Reatha Clark King

Washington Update

Is a ‘Corporate Compliance Crackdown’ Coming?

Recent federal developments may affect compliance oversight in the new year.
by Alexandra R. Lajoux

Delaware Watch

Director/Attorney Privilege: Communications Are Not Always Confidential

The Delaware Court of Chancery recently found that certain communications between a special committee of the board and its lawyers had to be disclosed.
by Francis G.X. Pileggi

Verbatim

Staying True to a Mission

Frank Heemskerk, chair of the audit committee of the World Bank Group in Washington, D.C., discusses the multifaceted, delicate challenges the global financial organization faces.
by Ashley Marchand Orme

Repartee

Governance Pro Meets Lead Director

PwC's Paula Loop sat down with lead director Ronna Romney to discuss a woman's path to directorship, age diversity, and balancing priorities.
by Judy Warner

In Practice

How Data Analytics in Audit Mitigates Risk, Unlocks Value

Companies that implement data analytics for audit stand to uncover a treasure trove of valuable insights.
by Christopher J. Mazzei, Roshan Ramlukan, and Ruby Sharma

Perspective
Special Supplement

The Changing Face of America and the Boardroom

Expert perspectives on the current state of boardroom diversity and the value that inclusion brings to company oversight.
by NACD Editors

Entrepreneurial Governance

Small-Cap Governance’s ‘Aha!’ Moment?

What if boards at small-cap companies could be seen as a means of adding value?
by Adam J. Epstein

Readings

An Updated Classic Provides the ‘How’And ‘Why’ for Independent Directors

Howard Brod Brownstein reviews The Role of Independent Directors in Corporate Governance, an eminently readable, in-depth look at the tenets of corporate governance.
by Howard Brod Brownstein

Private Company Insights

The Argument for Yearly Board Evaluations

Explore several reasons why private company board evaluations can be critical to enhancing oversight and improving board effectiveness.
by Salvatore Melilli

Small Talk

Out of Gas, Long Live the Brand, More

A few conversation starters to leave you with a smile. THIS MONTH: breakfast all day, big beer, more.
by Jesse Rhodes

DIRECTOR ADVISORY

Compensation

Tailoring Your Executive Compensation Plans to Your Company’s Unique Characteristics

Advice for how boards can best tailor their organization's executive compensation plan.
by Ed Steinhoff

Risk Management

Guarding the Corporate Castle

Guarding the corporate castle is a complex task in today's business environment. Here are five new threats that should be on every director's radar.
by Phyllis Deiso

Internal Audit

Communication Has Never Been More Important For Internal Audit

A look at how open communication between management, the board, and the chief audit executive can lead to a more accurate risk-based audit plan for the organization.
by Richard Chambers

Compensation

Incentive Plans: Goal Setting and Responsible Payout Patterns

Maintaining an appropriate relationship between executive pay and performance through a company’s short- and long-term incentive plans is a high priority for compensation committees. Examine these prospective guidelines for making sure your incentive programs are appropriately aligned.
by Melissa Burek

Geographic Diversity

The Challenges of the Global Board

Global risks and opportunities are present in every boardroom. To manage the demands of global governance, directors need to pay close attention to composition, processes, and director skill sets.
by Alex Wittenberg

Audit Committee Roundup

Refining Risk Oversight for a New Level of Volatility

Audit committee chairs and risk professionals offer their perspectives on how audit committees and boards can hone their their oversight of risk in an increasingly volatile business environment.
by Dennis T. Whalen

Board Composition

The Challenge of Adding Critical New Expertise to Boards

How to boards gain additional director expertise when turnover rates are low and boards are paring down in size? Here are five ways boards can circumvent these issues.
by Dennis Carey and Robert Hallagan

Cybersecurity

When Building a Cyber Defense, Companies Should Assume the Worst

As cybercrime continues to proliferate at alarming rates, advanced preparation is crucial.
by Austin Berglas

Litigation and Liability

Focusing on Individual Accountability for Corporate Wrongdoing

A close look at the latest guidance from the U.S. Department of Justice to prosecutors handling cases involving both companies and individuals.
by Joan Meyer, Trevor McFadden, and Geoff Martin

Compensation

Why Relative TSR Will Not Align Pay and Performance Disclosure

Some companies have jumped to the conclusion that total shareholder return (TSR) is the best way to measure performance against pay. Examine challenges to this assumption.
by Daniel Rodda