NACD - National Association of Corporate Directors
Directorship Magazine December 2011 Issue

Table of Contents

December 2011

COVER STORY

Strategy at Caterpillar

FEATURES

VERBATIM

The Antidote for Global Cynicism

Promise less, deliver more, says Kiril Sokoloff, an investment strategist who advises many of the largest pools of global capital. Plus 25 books to shape your geopolitical outlook.
by Jeffrey M. Cunningham

2011 NACD Board Leadership Conference

Shaping the Way Directors Will Serve

From instant technology to China, the annual conference on corporate governance paid heed to the future.
by NACD Editors

VIEWPOINT

The Case for Proxy Access

The Court’s decision to vacate the SEC’s proxy access rule gives way to private ordering. What’s next?
by James McRitchie

DEPARTMENTS

President's Letter

What If...?

Directors can use December as a time of reflection on their skills and operating procedures.
by Kenneth Daly

Editor’s Note

Think Big

NACD Directorshipstrives to bring directors the best in instructional storytelling, exemplified by our interview with Caterpillar CEO Doug Oberhelman.
by Judy Warner

Need to Know
NUMBERS

Misperceptions in U.S. Output Gap: Don’t Extrapolate the Bubble

The economy's potential growth rate has slowed, a recent Barclays Capital report finds.
by NACD Editors

KEEPING COUNT

Understanding the Conflict Minerals Debate

A Dodd-Frank Act rule requiring companies to examine supply chains for conflict minerals is making major waves in the governance community.
by Kate Iannelli

Washington Update

The Big Picture on PACs, Supply Chains and Taxes

Political spending, the SEC's new conflict minerals rules and corporate taxes are all front of mind in Washington as we approach the year's end.
by Alexandra R. Lajoux

In Practice
COMPENSATION

Risk-Adjusted Compensation: What Every Compensation Committee Needs to Know

Compensation committees must take all reasonable steps to ensure that management is not taking imprudent pay structure risks.
by Richard W. Leblanc

What Traits Compensation Committees Need in an HR Head

Strong and knowledgeable human resources heads are increasingly taking a place at the table alongside their legal and financial counterparts.
by David N. Swinford

BOARD CULTURE

Understanding the Culture of Your Board

Patrick R. Dailey on the five factors of board culture.
by Patrick R. Dailey

Roundtable
ADVISORY COUNCIL: COMPENSATION

A Fresh Look at Executive Pay Dynamics

Compensation committees need to take charge in setting and communicating the details of pay programs.
by NACD Editors

PEER EXCHANGE: DIVERSITY

Overcoming Resistance– Seen and Unseen

Diversity experts gathered to address actions that can be taken to "move the needle" on women's leadership.
by Judy Warner

Readings

The Dogged Pursuit of Trust, Leadership and True Valuation

Improving board leadership through effective, ethical governance is the focus of a number of new business books.
by Suzanne L. Meyer

GC Corner

Fiduciary Duties and the Zone of Insolvency

How directors can protect themselves when their corporations fall into the "zone of insolvency."
by NACD Editors

DIRECTOR ADVISORY

AUDIT COMMITTEE ROUNDUP

Prospect of Tax Reform Highlights Oversight Challenges

Audit committees are increasingly charged with more in-depth oversight of tax risk.
by Dennis T. Whalen and Harry L. Gutman

IT RISK

The Upside of IT Is Innovation

Over one-third of directors surveyed by PwC want to spend more time discussing IT in the upcoming year.
by Donald P. Keller

ACCOUNTING

The Director’s Role in Enterprise Risk Management

Directors are increasingly demanding management address enterprise risk management concerns.
by Jim Mack, Jerry Ravi, and Kevin Sullivan