NACD - National Association of Corporate Directors
Directorship Magazine January/February 2012 Issue

Table of Contents

January/February 2012


From Battlefield to Boardroom: Profile of a General


Shareholder Communications

A Virtual Annual Meeting Approach

Though hotly debated in some quarters, a growing number of companies now offer the shareholders’ meeting in cyberspace.
by Judy Warner

2012 Proxy Season Preview

The Dirty Dozen: Shareholder Issues

An analysis of the coming proxy season reveals a dozen “dirty” issues directors should expect.
by Patrick McGurn

NACD Directorship 100 Forum

Overcoming Adversity

Edward D. Breen tells of Tyco, Jon F. Hanson recounts HealthSouth turnaround at D100 Forum.
by Elizabeth Mullen


President's Letter

New Horizons for Boards

A new year provides opportunities for boards to examine what's waiting for them in the future.
by Kenneth Daly

Editor’s Note


Like the boards of directors we strive to serve, NACD Directorship balances continuity and change. A major and welcome source of both in our pages is the contributions of Directorship founder Jeff Cunningham.
by Judy Warner

Chair’s Address

Looking Forward to the Issues That Will Shape Board Agendas

A volatile business environment and increased regulations create specific challenges for which boards must prepare.
by The Honorable Barbara Hackman Franklin

Need to Know

Surge in U.S. Productivity: Getting More for Less

Despite an increase in unemployment, U.S. productivity was relatively unaffected, finds new research from Barclays Capital.
by NACD Editors

Keeping Count

Proxy Access Allowed After Bylaw Change

An amended Rule 14a-8 could allow shareholder access to the boardroom, despite the rejection of the more prominent "proxy access rule."
by Kate Iannelli

Index Reveals Growing Optimism

Director confidence mirrored the economy's slow but steady recovery in Q4 2011.
by Kate Iannelli

Washington Update

SEC Decisions That Bear Watching

Compensation, conflict minerals and whistleblowing are the hot topics of the new year in Washington.
by Alexandra R. Lajoux

In Practice

The Perils of Ignoring a ‘No’ Vote on Executive Compensation

Companies can take many steps to reduce the risk of shareholder lawsuits after a failed executive compensation vote.
by Roger A. Lane and Courtney Worcester


Political Funds, Disclosure Overload at Heart of Audit Chair Concerns

Increasingly detailed disclosures are an essential factor in continuing shareholder approval of company policies, according to the third annual Audit Chair Advisory Council.
by NACD Editors

Peer Exchange

Becoming More Active Managers and Overseers

REIT directors on compensation, dividend yields and investor expectations in the coming year.
by Judy Warner

Book Excerpt

Truly Effective Boards

An excerpt from Richard M. Steinberg's Governance, Risk Management, and Compliance: It Can’t Happen to Us—Avoiding Corporate Disaster While Driving Success.
by Richard M. Steinberg

Fresh Thinking on Innovation

A roundup of new business books encouraging innovation.
by Suzanne L. Meyer

GC Corner

For Audit Committees, the When and Why of Independent Investigations

Independent investigations must be carefully considered and executed.
by NACD Editors

Boardroom Journal

Heads or Tails, the Union Wins

The National Labor Relations Board's complaints may infringe on managements' business judgment rights.
by Jeffrey M. Cunningham

Hart Medicine

Yahoo nominating committee chair Patti Hart is a solid candidate for turning the internet company around.
by Jeffrey M. Cunningham

The Old World Also Rises

Powerful countries such as the U.S., China, Russia and Japan are facing the highest capital costs amidst ratings downgrades.
by Jeffrey M. Cunningham

Unintended Consequences and Iran

Sanctions may seem a lesser evil to war, but may result in unintended consequences.
by Jeffrey M. Cunningham


Enterprise Risk Management

ERM: The Board’s Role in Corporate Governance

Effective enterprise risk management programs are essential to a successful business strategy.
by John Brackett

Crisis Communications

What Resurgent Hostiles Mean for Corporate Boards

Recent increases in hostile takeover bids speak directly to the shareholder confidence crisis.
by Kathleen M. Wailes

Audit Committee Roundup

Ten To-Do’s for Audit Committees in 2012

KPMG's Audit Committee Institute highlights the key issues directors should be focusing on in the year ahead.
by Dennis T. Whalen