NACD - National Association of Corporate Directors
Directorship Magazine February/March 2010 Issue

Table of Contents

February/March 2010

COVER STORY

The SEC at a Crossroads

FEATURES

Special Report

This Proxy Season: Bowling for Ballots

Possible results from the 2010 proxy season are as numerous as the outcomes in your typical ten-frame game of bowling, writes RiskMetrics' Patrick McGurn.
by Patrick McGurn

The NACD Directorship Forum

Verbatim: His Mandate? To Set Pay at Seven Companies

Kenneth Feinberg is the special master for compensation who has ruled over pay at the seven companies that, as he puts it, “owe the taxpayer the most amount of money.”
by NACD Editors

The Directorship Forum

View From the C-Suite

Maggie Wilderotter, Susan Ivey and Paul Parker spoke at The 10th Annual Directorship Forum
by NACD Editors

The Directorship Forum

The Counselors and the Litigation Outlook

“The board is no longer immune from the prospect of criminal enforcement,” instructed John Coffee as a lead-in to his first question: “Is this a time in which corporate officials need to be more cautious in the statements they might make over the phone or in other communications?”
by NACD Editors

The Directorship Forum

Media in the Boardroom

What makes Warren Buffett such a potent CEO? According to Carol Loomis, it’s the proactive way in which the Berkshire Hathaway leader communicates with shareholders.
by NACD Editors

The NACD Directorship Forum

Verbatim: The Investor's View

Robert Pozen, the chairman of MFS Investment Management and author of the newly published ,Too Big to Save, argues for smaller boards that meet more frequently and a professional class of directors who commit to serving fewer companies in this interview conducted by Mark Preisinger, Coca-Cola corporate governance director.
by Robert Pozen and Mark Preisinger

The Boardroom Guide to Capital Markets

Fiduciary Duties in Turbulent Times

An in-depth look at what directors need to know about their fiduciary duties in turbulent times.
by Richard De Rose

Navigating Post-Crisis Dynamics

Directors duty at the brink of insolvency, the importance of liquidity, the shortfalls of GAAP.
by NACD Editors

Assessing the Balance Between Debt, Equity

Factors boards should consider in determining the right balance between debt and equity.
by Richard De Rose

A CFO’s Perspective

The CFO must understand the current capital structure, accurately project liquidity needs, assess the best instrument to use to introduce new funds into the capital structure and guide potential equity or debt investors to appropriately evaluate the risk they assume by investing in the proposed funding.
by Cynthia Jamison

NACD Report

How to Build the Right Board: Composition and Development

A tenacious effort yields a collection of committed board members who, as monitors and mentors, are a devoted team aligning corporate strategy with shareholder expectations.
by NACD Editors

DEPARTMENTS

President's Letter

Take Action

The turn of the decade has brought mixed tidings. For many companies, the spring quarter is showing bright improvement over a dark past — the result of hard work over the last year.
by Kenneth Daly

Editor’s Note

Page Turner

Since so much business reading takes place online, there is no last page, so I welcome the opportunity to audition NACD Directorship’s for you.
by Judy Warner

Verbatim

Verbatim: 'Common Law Should Shape Governance'

The Chief Justice of the Delaware Supreme Court spoke on “Emerging Trends in Director and Officer Fiduciary Duty Litigation” at The Directorship Forum in November. What follows is an edited transcript of his keynote address.
by Myron Steele

In Practice

Time to Overhaul Oversight Processes

Boards of directors, in collaboration with their management teams, are being called upon to revise risk-oversight processes.
by Alex Wittenberg

Balancing Risk and Compensation

Boards of directors must consider myriad corporate strategic concerns as well as increased federal regulation and public scrutiny over executive compensation and disclosure practices. Thus today’s directors find themselves adapting to a business landscape focused on risk and how that risk affects future strategy. Boards must balance caution without hindering growth.
by Alex Wittenberg

Readings

Authors Crusade to Improve Boards

Get past the salacious title of this new book on boards and what you find is a retread of why some of the once respected names in business failed.
by Judy Warner

DIRECTOR ADVISORY

LEADERSHIP DEVELOPMENT

How Best to Restore Investor Confidence

After a tumultuous decade of burst bubbles, a global financial crisis and a marked decline in institutional trust, what will the new decade hold for the future of capitalism and economic growth?
by Keith Meyer

AUDIT COMMITTEE ROUNDUP

Ten To-Do's for Audit Committees in 2010

Recognizing the sizeable challenges that audit committees and boards face in 2010, KPMG’s Audit Committee Institute (ACI) has issued its annual “memo” to directors – “Ten To-Do’s for Audit Committees in 2010”—highlighting key issues that should be top of mind as audit committees think through their agendas for the year ahead.
by Mary Pat McCarthy