NACD - National Association of Corporate Directors
Directorship Magazine March/April 2016 Issue

Table of Contents

March/April 2016

COVER STORY

The Elements of Global Oversight

FEATURES

Annual Compensation Report

Modest Director Pay Increases Suggest New Norm

New data show that despite relative conservatism in director pay, proxy access issues, and courtroom battles stand to change how boards thing about their compensation practices.
by Katie Grills

The 2016 Audit Committee Issues Conference

Challenges and Priorities Driving Governance Agenda in the Year Ahead

From geopolitical risk to disruptive innovation, KPMG's annual conference examines the agenda-setting issues that audit committee members need to keep top-of-mind.
by NACD Editors

Director Dialogue

How to Ensure Organizational Resiliency

Given high failure rates and spectacular failures, how can a board ensure a company's survival? Directors discuss what they think drives long-term success.
by Judy Warner

DEPARTMENTS

CEO’s Letter

Disrupting ‘Good Governance’

CEO Kenneth Daly reflects on the movements of the 'good governance' barometer.
by Kenneth Daly

Editor’s Note

Going Places

NACD Directorship editor in chief Judy Warner considers the nuances of governing the global company.
by Judy Warner

The Director’s Chair

Why the VW Board Appears Stuck in Low Gear

Before 2016, Volkswagen AG was one of the largest, most reputable corporations in Germany—and in the world. Take a closer look at how this crisis unfolded.
by Michael Marquardt

Keeping Count

Family Business Boards: Governing for the Long Term

Longer time horizons and lack of formal planning distinguish family businesses from public company peers.
by Ted Sikora

Washington Update

Director Qualifications Are Scrutinized as New Mandates Are Imposed Around the World

What qualifications should boards seek in their members? In Washington and around the world, legislators and other policymakers are taking a new look at this question.
by Alexandra R. Lajoux

NACD Board Leadership Fellow
NACD Fellow Spotlight

Paula Ann Sneed

An interview with Board Leadership Fellow Paula Ann Sneed, a global marketer, trend watcher, and boardroom leader.
by Jesse Rhodes

Verbatim

The Softer Side of C-suite Talent

Ernest J. Wilson III, dean of the Annenberg School for Communication and Journalism at the University of Southern California, spoke with Judy Warner about the skills modern c-suite executives need to thrive in the digital age.
by Judy Warner

In Practice

Enhancing the Board's Global Perspective

There are (arguably) at least three approaches to enhancing the global perspective of the board. Dean A. Yoost and D.J. Peterson elucidate how to broaden your board's global lens.
by Dean A. Yoost and D.J. Peterson

Peer Exchange
Leadings Minds of Governance

Examples Rule When Directors, Governance Experts Respond

Frank answers on CEO turnover, TSR, proxy access, and more were the highlight of the December Leading Minds of Governance event.
by Judy Warner

Entrepreneurial Governance

Small-Cap Boards: Follow the Numbers

A surprising 73 percent of all activist investor campaigns were carried out against small-cap companies in 2015. Is your small-cap company board equipped for this real risk?
by Adam J. Epstein

Private Company Insights

The Payoff of Better Financial Risk Management

Private company boards need to assess whether the costs of greater rigor in financial risk management pay off in terms of market valuation or access to capital.
by Salvatore Melilli

Small Talk
Last Word

Hail to the Chief Knowledge Officer

Forevermore, Alexandra R. Lajoux will be NACD chief knowledge officer emeritus.
by Jesse Rhodes

Point Counterpoint
Research and Development

Becoming Better Prepared for Digital Disruption

Two experts from the Massachusetts Institute of Technology's Center for Information Systems Research investigated what it takes for a corporation to weather the digital economy.
by Peter Weill and Stephanie L. Woerner

DIRECTOR ADVISORY

Compensation

Putting the 'Long-Term' in Long-Term Incentives

Is your board looking to pay more attention to post-vesting and post-exercise shareholding requirements?
by Robin A. Ferracone and Linda McNally

Audit Committee Roundup

Four Key Challenges for Global Audit Committees

How does global volatility and uncertainty affect the committee’s agenda? Dennis T. Whalen explores the issues.
by Dennis T. Whalen

Diversity

Three Ways Board Members Can Drive Success Through Diversity

Change is difficult, and many companies are falling short. Keep pace by learning how to drive success with diverse candidates.
by Pam Jeffords

Cybersecurity

Big Risks, Big Data, and Big Decisions for the Board

Explore the powerful range of tools that could strengthen the ability to mitigate cyber risks.
by Vincent Walden, Christopher J. Mazzei, and Ruby Sharma

Executive Performance

Considerations for Setting Incentive Plan Goals

When preparing for the upcoming compensation cycle, be sure to consider these three suggested topics.
by Thomas Ramagnano and Matthew Wolfson

Crisis Management

Assessing the Board's Role Before the Next Crisis

Adopting a broader, more proactive approach to risk management could strengthen the board's ability to mitigate crises.
by Deborah DeHaas and Ashish Patwardhan

Board Composition

The Connected Board

Boards increasingly require specialized knowledge that traditional directors—most often CEOs—may not possess.
by Phyllis Deiso