NACD - National Association of Corporate Directors
Directorship Magazine March/April 2012 Issue

Table of Contents

March/April 2012

COVER STORY

Main Street's Mood Warms for Directors, Cools for CEOs

FEATURES

Case Study

Sustainability and the Board: EMC

The story of how EMC incorporated sustainability into its business strategy.
by Kathrin Winkler and Rachel Lee

The Boardroom Guide to Shareholder Communications

Getting Out the Vote

Broadridge ups ante to increase shareholder participation.
by Judy Warner

In Practice

Pushing S&T Committee Performance

Board committees on science and technology gain visibility, momentum.
by Jacque J. Sokolov, Mark Wheeler, and Sumant Ramachandra

DEPARTMENTS

President's Letter

On Anniversaries

A reflection on changes over NACD's first 35 years.
by Kenneth Daly

Editor’s Note

What’s New

Contributed articles from our many outside experts and writers are invaluable, allowing us to bring fresh first-hand perspectives and insights while tapping into the experiences of some of our most well-tested boardroom cognoscenti.
by Judy Warner

The Director’s Chair

Avoid Serving on a Dinosaur Board

Directors must be conscious of changing and future technology trends.
by Betsy Atkins

Keeping Count

Mandatory Audit Firm Rotation: Explaining the Key Numbers

U.S. presidents, the European Central Bank, six percent of America’s corporate boards and potentially external auditors use term limits.
by Kate Iannelli

Washington Update

As Dodd-Frank Implementation Continues, A Return to Proxy Basics

The SEC has moved on to the more complex and distant issues within the Dodd-Frank Act.
by Alexandra R. Lajoux

NACD Board Leadership Fellow
Member Profile

High Flier

The former ambassador to Finland is a pilot, astronaut, lawyer, mountaineer, biker and world-class director.
by Jeffrey M. Cunningham

In Practice

What Better Directors Do

When directors begin to engage with the company outside of the boardroom, they’re able to contribute greater value at board meetings. But that’s not the only advantage they gain. Those directors have also automatically found another point of entry (or several) for delivering value. By reaching outside the boardroom to gain perspective, they’re allowing more people from the company to benefit from their experiences and expertise.
by Robert M. Galford

Roundtable
Advisory Council

Always Question Underlying Assumptions

A bevy of action items for nominating/governance committees: listen, question, and be prepared for more regulation.
by NACD Editors

Peer Exchange

To Keep Pace With Social Media, Seek Allies

Good relationships—both online and in person—can make a difference when a crisis looms.
by Elizabeth Mullen

Entrepreneurial Governance

The Constraints of Thin-Cap Company Boards

The role of the board is different for small-cap companies, where the line separating governance from management issues isn’t so bright.
by Adam J. Epstein

Readings
New Voices

Morse Code

The closing of the frontier in the 1890s gave rise to big government. The Internet represents a new Manifest Destiny, reasons author Eric Robert Morse.
by Jeffrey M. Cunningham

The Right Stuff for Fighting Evil

New books from Richard Torrenzano, Mark Davis and Michael Hastings.
by Jeffrey M. Cunningham

GC Corner

Best Practices for Audit Committees: Monitoring the Independent Auditor

Frank Scheuerell, a managing director with Navigant, and Paul Breene, a partner with Reed Smith LLP, explore key issues of auditor independence and the impact of the Sarbanes-Oxley Act on audit committee roles and responsibilities.
by NACD Editors

Boardroom Journal

Fewer Boards, More Meetings

Directors should be cautious about taking on too many board responsibilities.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Communications Strategy

CEO as Statesman

Many executives and investors are concerned about the effects of new regulations on future growth plans.
by Elizabeth Saunders and Jackson Dunn

Strategy

Board’s Role in Business Strategy Needs to Adapt to a Volatile World

How boards can be better prepared for today's volatile business world.
by Roger Wery

Crisis Communications

The Keystone XL Debate: How Digital Media Are Leveling the Public Affairs Playing Ground

An examination of how activists aroused anti-Keystone sentiment.
by Richard S. Levick

Recruitment

Hard Choices and Talent Trade-offs for Boards

Boards want new directors with both fresh perspectives and extensive experience.
by Steve Mader

M&A

The Board’s Role in Capital Allocation

Deciding where to focus investment requires a productive working relationship between management and the board.
by Chris Ruggeri and Sara Elinson

Oversight

The Important Risks of Cloud Computing

Boards must be involved in the development of a cloud strategy, as significant risks exist that could have dangerous consequences for the company.
by Daimon Geopfert

Audit Committee Roundup

Is Governance Keeping Pace With Technology, Business Change?

Audit committee members' top concerns for 2012 are governance processes, controls and risk management.
by Dennis T. Whalen