NACD - National Association of Corporate Directors
Directorship Magazine September/October 2012 Issue

Table of Contents

September/October 2012


Enhancing the Status of Gatekeepers


Boardroom Guide to Digital Communications

What’s Next? The Top Issues of 2013 and Beyond

Eight leading attorneys offer insight and advice on communications issues from M&As and IPOs to data loss and theft.
by Richard S. Levick

Boardroom Guide to Digital Communications

The JOBS Act: Think It's Not for Your Company? Think Again

The JOBS Act was enacted to make the process of taking a company from the private sector to public markets easier and more cost-effective.
by Michael Lopez and Jay Smith


Mobile Boardroom Technology Increases Shareholder Value

In an age where news changes in seconds and information is distributed with the click of a mouse, directors have the difficult task of ensuring that management has a clear understanding of the risks and opportunities presented by operating in a digital environment.
by Cheryl Soltis Martel

Boardroom Guide to CEO Succession

Being Prepared for Whatever, Whenever

Best practices in succession planning, from a routine retirement to an extreme exit.
by Robin Rauzi

NACD Spring Forum 2012

How Technology Is Changing the Boardroom

Highlights from the 2012 NACD Spring Forum.
by Elizabeth Mullen and Cheryl Soltis Martel


President's Letter

2020 Vision Now

NACD President and CEO Kenneth Daly calls for questions regarding the future of directorship.
by Kenneth Daly

Editor’s Note

Cautionary Tales

Directors must conduct their oversight role with a healthy degree of skepticism.
by Judy Warner

The Director’s Chair

Sign Your Own John Hancock

Why directors should write an annual letter to shareholders.
by Allan Grafman

Washington Update

Dodd-Frank Rules: Almost Over or Only Beginning?

The November elections will have a tremendous impact on the future of the Dodd-Frank Act's pending and implemented measures. In his State of the Union address this year, President Obama characterized  Dodd-Frank as entrepreneurial and family-friendly. By contrast, Republican presidential candidate Mitt Romney called the law a “behemoth that’s going to be followed by thousands and thousands of pages of new regulations.” Members of the 112th Congress are using similar rhetoric this fall on the job and on the campaign trail.
by Alexandra R. Lajoux


A Son’s Advice

How a mathematician turned brand guru and soap opera producer helped pave the way for Microsoft to become the global leader it is today.
by Jeffrey M. Cunningham


Achieving Positive Outcomes

Patricia F. Russo and Robin A. Ferracone discuss current issues facing compensation committee members.
by NACD Editors

In Practice

Skin-in-the-Game Executive Warrants: New Tools to Align Management and Shareholder Interests

Skin-in-the-game warrants can help align the interests of executives and shareholders.
by Cindy Ma and Mark Goldman

Creating a Culture of Convergence

How Nationwide sought to enhance capital strength across its GRC activities.
by Kai Monahan

Peer Exchange

Walking the Halls of Congress With Care

Directors discussed the regulatory process and how they may affect regulation at a recent peer exchange.
by Cheryl Soltis Martel


Social Media Ready

Books to help directors form their social media strategy.
by Elizabeth Mullen

GC Corner

Financial Statement Frauds: More Than Meets the Eye

Nicole Wrigley and Eileen Felson explore the nature of financial statement fraud.
by NACD Editors


Audit Committee Roundup

Beyond Risk Management

Methods boards can use to assess whether a company's governance activities are keeping pace in today's fast-changing environment.
by Dennis T. Whalen


Advance Notice Bylaws: Window After Expiration?

Two recent Delaware Chancery Court decisions suggest shareholders may be able to re-open an advance notice window to nominate directors at an annual meeting after the deadline.
by John E. Sorkin and Robert M. Blum

D&O Insurance

The Trend Toward Multinational Placements: When Is a Local Policy Necessary?

As companies expand internationally, their D&O insurance policies may not protect directors in newer markets.
by Brian Botkin

Board Tenure

Mandatory Retirement Age Policies For Directors May Become Problematic

Mandatory age retirement policies may create an obstacle for retaining outside directors.
by Bob Romanchek and Thomas Ramagnano

Crisis Communications

Johnson & Johnson Shareholders Seek to Restore a Storied Brand

Corporate reputations are never owned, simply leased.
by David Bartlett


How Smart Companies Use FCPA, U.K. Bribery Act to Ensure Deals Are Valued Correctly

FCPA and U.K. Bribery Act violations can unravel potential mergers.
by Oliver J. Armas