NACD - National Association of Corporate Directors
Directorship Magazine July/August 2012 Issue

Table of Contents

July/August 2012


Power of the Pen: Best Annual Letters of the Fortune 200


Summer Reading

The Great Books List For Directors

The best and brightest in business offer up their suggestions for a summer laden with inspired reading.
by Jeffrey M. Cunningham and Judy Warner

The Organizational Ombudsman

Building a Culture of Trust From the Ground Up

The ombuds as part of a comprehensive conflict management system creates tangible value for the corporation.
by James Hostetler and Jon McBride

In Practice

Board Oversight of Risks in Emerging-Country Markets

While emerging markets promise new customer bases with rising consumption levels, they also pose unique risks that must be addressed.
by Dean A. Yoost


President's Letter

Building Season

As I look at proxy votes from this spring, as well as decisions from the SEC on proxy resolutions, I see encouraging trends.
by Kenneth Daly

Editor’s Note

Books and Letters

As the season is summer, directors are provided with provocative reading as recommended by some of the best and brightest in the boardroom.
by Judy Warner

Need to Know
NTK Keeping Count

Rise of Risk Committee Prevalence: Reg YY to Increase Oversight

Federal Reserve Regulation YY applies to bank holding companies with consolidated assets of $50 billion or more, and domestic non-bank holding companies the Treasury’s Financial Stability Oversight Counsel says pose a “grave threat” to financial stability.
by Kate Iannelli

Washington Update

What’s in Store for the Final Session?

Tax reduction, deregulation to dominate, while financial risk oversight and political spending remain wild cards.
by Alexandra R. Lajoux

NACD Board Leadership Fellow
NACD Member Profile

Ambassador in the Boardroom

The natural-born contrarian warns of mirror imaging in the Oval Office or C-suite.
by Jeffrey M. Cunningham


Steward of the Organization

Deloitte Chairman Punit Renjen discusses his working relationship with CEO Joe Echevarria and building a world-class board.
by Judy Warner

Leading Minds of Compensation

From Year Two of Say on Pay to the ISS Red Zone

Compensation consultants addressed directors' toughest pay-related questions at the recent Leading Minds of Compensation event.
by Judy Warner

Emerging Markets

How to Maximize Returns And Manage Risks Overseas

Doing business in emerging markets requires careful planning and caution.
by Elizabeth Mullen

Peer Exchange
Boardroom Diversity

Seeking Competitive Advantage

Despite strides in hiring, board diversity remains a challenge.
by Cheryl Soltis Martel

Entrepreneurial Governance

A Private Equity Cure For Governance Dysfunction

Lawndale Capital Management's Andrew Shapiro discusses what his activist hedge fund seeks in a target company.
by Jeffrey M. Cunningham


Reality Cheque

A leading economist offers a forecast for Europe and finds similarity between Germany and California.
by Jeffrey M. Cunningham

Boardroom Journal
NACD Insider

All in a Day’s Work

NACD member goes from keynote speaker to first responder
by Peter Gleason


CEO Succession

The Hazards of Turnover at the Top

Identify and develop potential candidates by generation.
by Jane Stevenson and Peter Thies

Audit Committee Roundup

As GC’s Role Evolves, the Relationship With Audit Committee Deepens

Audit committees and boards increasingly are looking to the GC not only as a technical legal adviser, but also as a business adviser.
by Dennis T. Whalen


Trends in Executive Change-in-Control Severance Agreements

Public companies are rapidly modifying their executive CIC severance arrangements in response to mounting pressures.
by Donald Kalfen, Michael Powers and Daniel Rodda


The FCPA: A New Bear in the Woods?

If directors and management use good business judgment, the FCPA "woods" should be mostly clear.
by Pamela J. Marple

Corporate Finance

Board Members: Play an Active and Informed Role in M&A Due Diligence

Board members should be involved in the process of assessing and effectuating a potential transaction, utilizing their diverse skill sets.
by Hector Calzada, Steve Joiner, and Criss DeKreek