NACD - National Association of Corporate Directors
Directorship Magazine July/August 2016 Issue

Table of Contents

July/August 2016


Leading Summer Reading


Book Excerpt

The Return of Ownership

Why is the financial system suffering from chronic myopia? A new book from a trio of seasoned governance academics provides a provocative solution.
by Stephen Davis, Jon Lukomnik, and David Pitt-Watson

The Effective General Counsel

Tom Sager on How to Win at War

Insights from DuPont’s former GC on what it takes to be effective, both in and out of the boardroom.
by Jesse Rhodes

Leading Minds of Compensation

Planning Above and Beyond Pay Ratio Disclosure

Executive compensation consultants discussed how to address the emerging challenges to their practice at Leading Minds of Compensation/East, one of the National Association of Corporate Directors’ (NACD) hallmark events.
by Katie Grills


CEO’s Letter

Pareto’s Principle in The Boardroom

NACD CEO Ken Daly considers the best way to spend time, and shares what he'll be reading this summer.
by Kenneth Daly

Editor’s Note

Books and Letters

NACD Directorship Editor in Chief Judy Warner praises the director community's summer reading choices, and introduces a new column.
by Judy Warner

The Director’s Chair

How to Win in the Digital Revolution

Companies must learn how to disrupt themselves to survive the digital industrial revolution.
by Betsy Atkins

Washington Update

CIRCA 2016

Hedge fund ‘frenemies’ form new lobbying group.
by Judy Warner

Delaware Watch

Court Rules When Managers Can Waive Their Duty of Good Faith

A recent decision by the Delaware Court of Chancery underscored the difference between the fiduciary duties of corporate directors and those of managers of alternative entities.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Dona Young

Meet NACD Board Leadership Fellow Dona Young, a mentor, integrative thinker, and devoted learner.
by Jesse Rhodes

In Practice

Ten Ways to Maintain Board Unity During a Hostile Takeover

As much as directors want to think that emotions don’t belong in the boardroom, studies show that emotions drive many of the decisions made there.
by Lola Gershfeld


Compensation Specialists Advise on IPOs and Spins

As an initial public offering (IPO) nears, companies must also prepare for the executive compensation transition issues.
by Marc Ullman, Linda Steffen, Matthew Isakson, and Ryan Harvey


Talking to Activists: How to Deal With a Pushy Challenger

The best way to deal with pushy or difficult and demanding people is to disarm them by leaning into their agitating behavior.
by Mark Goulston

Director Development

How to Position Yourself as a Diverse Candidate

This newest column in NACD Directorship was designed to support the strategic professional growth of directors. This issue: when seeking your next board seat, consider the diverse perspectives you can offer to a new board.
by Rochelle Campbell

Entrepreneurial Governance

An Epidemic of Value-Eroding Communication

Is your company's approach to shareholder communications negatively impacting value?
by Adam J. Epstein

Private Company Insights

Sustaining a Successful Family Business

Just like families, businesses change. Explore four best practices for family boards as they govern their way through innovation and business evolution.
by Salvatore Melilli

Small Talk

On Being Green, Working Vacations, More

A few conversation starters to leave you with a smile. THIS MONTH: greening the Australian desert, digital disruptions on vacations, and how a tech executive got hacked.
by Jesse Rhodes



Too Much Short-Termism: Has Executive Pay Contributed to the Problem?

Re-evaluating pay practices can help boards protect long-term company interests.
by Roger Brossy and Blair Jones

Shareholder Engagement

Engage With Shareholders—It’s Good for You!

Shareholder engagement is a process, not a one-time event.
by Phyllis Deiso

Board Composition

Refreshing the Board

Mixing new and longer-tenured directors with different skill sets may add valuable perspectives and knowledge to a board.
by Steven B. Stokdyk, Joel H. Trotter, and Catherine Bellah Keller

Mergers and Acquisitions

A Board’s-Eye View of People Risks in M&A

To drive value from a merger or acquisition, organizations must understand and manage the people risks with the same discipline and rigor as other balance sheet risks.
by Jeff Cox

Internal Audit

Internal Audit’s Role in Investor Relations

As investors push for more transparency, it is important for board members to recognize they have a strong ally in internal audit.
by Richard Chambers

Board Leadership

Making Board Composition Part of the Strategic Plan

Evaluating the current board's mix of skills, expertise, and perspectives should be part of strategy planning.
by Dennis T. Whalen