NACD - National Association of Corporate Directors
Directorship Magazine January/February 2016 Issue

Table of Contents

January/February 2016

COVER STORY

Spring Forward

FEATURES

Proxy Season Preview

Planning a winning strategy for the 2016 proxy season may require a new role for directors: that of chess Grandmaster. Directors are well advised to see the whole game rather than just their next move.
by Patrick McGurn

Staying Ahead of Emerging Risk to Capture Opportunity

The evolving role of directors in risk management is distilled by world-class directors including Nicholas M. Donofrio, James S. Turley, and Blythe J. McGarvie.
by Jay R. Taylor

DEPARTMENTS

CEO’s Letter

On Progress

NACD CEO Kenneth Daly believes we have a lot to look forward to—even after a somber start to 2016.
by Kenneth Daly

Editor’s Note

Full Disclosure

Editor in chief Judy Warner shares more about our driving belief in businesses and the thought leaders NACD partners with to support exemplary board leadership.
by Judy Warner

The Director’s Chair

Why Having the Backs of Good Directors Is Better Than Clawbacks

Board compensation committees are seeking a better solution to clawbacks than acting on accounting errors. Explore reputation protection solutions as the better option.
by Paul Liebman and Nir Kossovsky

Keeping Count

Survey of Public Company Directors Finds Unease Around Cyber, Activism

New data shed light on the most common governance practices.
by Ted Sikora

Delaware Watch

When Directors May Be Personally Liable for Corporate Actions

A Delaware Court of Chancery opinion states that in certain circumstances, corporate officers or directors can be held personally liable if involved in corporate wrongdoing.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Darrell R. Tukua

An interview with Board Leadership Fellow Darrell R. Tukua, a critical thinker, engaged director, and continuous learner.
by Jesse Rhodes

In Practice
Research & Development

The Dark Side of Change: Weakened Risk Management and Internal Controls

The cost of well-intentioned change initiatives to risk management can be quite high. Learn how to protect against the dark side of change.
by Barton Edgerton and Friso van der Oord

Roundtable

Costs Rise as Regulations Tighten

Baker & McKenzie and the National Association of Corporate Directors (NACD) co-hosted a Roundtable discussion of important Foreign Corrupt Practices Act (FCPA) compliance issues.
by Friso van der Oord

Entrepreneurial Governance

Taking Risk Management Cues From Small-Cap Companies

Small-cap companies make up the majority of American businesses, and many thrive despite long odds. Explore what enterprise risk managers could learn from these companies.
by Adam J. Epstein

Readings

Five Tales Cast a Basketful of Troubles In New Light

These five books uncover unexpected consequences of innovation, climate change, and other disruptive business trends.
by Jesse Rhodes

Private Company Insights

New Law Creates New Risks for Partnership Investments

Experts from KPMG explain the Bipartisan Budget Act of 2015's effect on the taxation of business partnerships.
by Brian Hughes and Carol Kulish Harvey

Small Talk

Blast Off, A Movable Feast, More

A few conversation starters to leave you with a smile. THIS MONTH: corporations fire up a new space race, streamlining the inventory process at essential food banks, the true cost of the penny, and more.
by Jesse Rhodes

DIRECTOR ADVISORY

Risk Management

Why Enterprise Risk Management Fails

Re-examine these 10 common mistakes made by directors when tasked with risk management oversight.
by Jim DeLoach

Cyber Risk

Sharpening the Board’s Role in Cyber-Risk Oversight

Identify and shore up potential gaps in your cyber-risk oversight efforts.
by Deborah DeHaas and Ed Powers

Compensation

Extending the Life of Your Share Pool

The inducement award exemption for new hires offers several benefits to companies looking to broaden their share pool.
by Bob Romanchek and Donald Kalfen

Regulation

The SEC Proposes New Clawback Rules

Though not likely to be enforced in 2016, clawback rules will soon make their way into your boardroom agenda. Be prepared when the time comes.
by Vivian Pun and Robert Hilbert

Shareholder Communications

Embracing Non-financial Reporting Standards

Shareholders will continue to demand disclosure around more than just financial performance. Prepare to make smart non-financial disclosures.
by Gregg E. Anderson and Luis D. Piacenza