NACD - National Association of Corporate Directors
Directorship Magazine October/November 2011 Issue

Table of Contents

October/November 2011

COVER STORY

The Whistleblowing Business

FEATURES

COVER STORY

‘A Powerful Weapon for the Plaintiffs’ Bar’

Jeffrey M. Cunningham interviews David M. Murphy on the implications of the SEC's new Office of the Whistleblower.
by NACD Editors

COVER STORY

SEC Operations Chief’s Battle Plan

Jeffrey M. Cunningham talks with Jeff Heslop on his new role as SEC COO.
by NACD Editors

THE BOARDROOM GUIDE FOR THE DIGITAL DIRECTOR

Crossing the Great Divide

In this era of forced transparency, it behooves companies to control the narrative. Here’s how.
by Richard S. Levick

SPECIAL REPORT: IT RISK

What to Talk About When Talking About Competitive IT Risk

Nearly half of directors surveyed by Oliver Wyman and NACD last year were dissatisfied with their ability to oversee IT Risk.
by NACD Editors

DEPARTMENTS

President's Letter

True Leadership

The spirit of leadership can inspire directors to make a positive difference.
by Kenneth Daly

Editor’s Note

In Truth We Trust

Trust is an essential component in every organization.
by Judy Warner

The Director’s Chair
PROFILE

NACD Member Profile: Dr. Reatha Clark King

Dr. Reatha Clark King overcame numerous obstacles on her road to board service.
by NACD Editors

Boards Should Monitor The Tone at the Bottom

Monitoring the tone at the bottom allows directors to see many strategic and operational risks that could impact the entire organization.
by Larry Taylor

Need to Know
KEEPING COUNT

Weighing the Regulatory Burden of Dodd-Frank

Directors report a minimal burden from new regulatory activity.
by Kate Iannelli

Washington Update

Regulatory ROI—Plus Two High Court Cases to Watch

Regulators are focusing on reviewing past rules to make them more efficient and cut costs.
by Alexandra R. Lajoux

Washington
BOARD CONFIDENCE INDEX

Boardroom Confidence at All-Time Low

In the most recent survey, directors expressed a belief that the economy is moderately worse than a year ago.
by Kate Iannelli

Repartee

Taking on Pay for Performance

A conversation about what has—and hasn’t—changed for compensation committees with Robin A. Ferracone and Arthur C. Martinez.
by NACD Editors

Peer Exchange

REIT Directors: Evolution Needed

Legacy issues and ownership structures at real estate investment trusts present unique governance challenges.
by NACD Editors

Readings

How Culture Affects Corporate Performance

James Heskett's new book The Culture Cycle emphasizes the importance of a company's culture in its success or failure.
by Elizabeth Mullen

GC Corner

Effectively Managing an Independent Investigation

Directors have an obligation to manage independent investigations to benefit the company's shareholders.
by NACD Editors

DIRECTOR ADVISORY

COMMUNICATIONS

Repatriating Overseas Cash

Both companies and the U.S. economy would benefit from a decreased tax liability on repatriating cash from overseas.
by Richard S. Levick

COMPENSATION

2011 Proxy Season Lessons Learned

While only 1.5 percent of companies failed say-on-pay votes, boards must prepare in advance of votes to avoid a costly loss.
by Nora McCord

Succession Planning

It’s Not Just About CEO Succession: It Takes a Team to Run a Company

Engagement by the board in the recruitment and selection of C-suite executives deepens.
by Dennis Carey

LITIGATION

Special Litigation Committees: Best Practices

Special litigation committees can be useful for boards facing derivative lawsuits where a majority of the board could not be considered independent of the suit's circumstances.
by David Hennes and Howard W. Barker Jr.

AUDIT COMMITTEE ROUNDUP

Where Does the Audit Committee Want to Spend More Agenda Time?

Audit committee members want to focus more time on IT and risk management, finds the KPMG 2011 Audit Committee Member Survey.
by Mary Pat McCarthy and Thomas J. Duffy