NACD - National Association of Corporate Directors
Directorship Magazine October/November 2010 Issue

Table of Contents

October/November 2010


Power to the Shareholder


Board Confidence Index

Director Sentiment Trends Toward the Positive

With new regulation being implemented, and shareholder activists lobbying for greater independence between directors and management, NACD Directorship felt the time had come to ask the board for its opinion—about governance, economic conditions, profits outlook, employment and hiring and other key performance indicators.
by NACD Editors

Blue Ribbon Commission: Performance Metrics

Choosing the Right Metrics Is the First Step

In an effort to create more efficient methods of measurement, accountants, consultants and regulatory agencies have circulated scores of metrics, both financial and non-financial. This, in turn, has led to a great quantity of evaluation tools without a true sense of quality and priority. Boards often get too much information without always knowing what difference it makes to the achievement of corporate goals.
by NACD Editors


President's Letter

Finders, Keepers

This issue of NACD Directorship focuses on counterpoints to the federalizing trend, including advances in executive and director education and progress in risk assessment.
by Kenneth Daly

Editor’s Note

Parallel Universe

Tensions run high in what might be referred to as the “bored room” of the Warner home.
by Judy Warner

The Director’s Chair

As the World Changes, Are We?

Greater disclosure of director qualifications should prompt immediate review of existing skill-sets.
by Suzanne Hopgood

Washington Update

Let the Rule Making Begin

Business historians are hailing the Wall Street Reform and Consumer Protection Act of 2010, a.k.a. Dodd-Frank, as a legislative landmark, and rightly so. Like the Sarbanes-Oxley Act before it, Dodd-Frank expanded government turf even further into the board’s domain.
by Alexandra R. Lajoux

Delaware Watch

Two Roads Diverged in a Wood

The Delaware Court of Chancery has, in recent years, applied the business- judgment standard to tender offers followed by short-form mergers, if they met certain conditions intended to insure that the minority stockholders are not coerced into accepting. That is, until the recent Delaware Chancery Court decision in In re CNX Gas.
by Stephen P. Lamb


The Board Advisor and the Labor Lawyer

Employing consultants, annuitants, part-timers and even interns carries exposure that boards may not anticipate.
by NACD Editors

In Practice
Case Study: Internal Audit

The Quiet Revolution: Kaiser’s Internal Audit Expands Governance Role

The internal audit practices at one company provide a potentially useful model for how other corporate boards can benefit from their own governance audits.
by Cindy Overmyer and Neal Purcell

Special Report: Executive Education

Renewed Appreciation for Learning

From problem solving to peer exchange,  today’s executive education programs focus on the here and how.
by Gretchen Michals Salois

Leading Your Compensation Committee through Risk Assessment

Risk assessment of executive compensation plans should become a routine, annual task for every Compensation Committee.
by Patrick R. Dailey

Peer Exchange
General Counsel

Antitrust at Issue

Fried Frank Partner Bernard (Barry) A. Nigro Jr. recently led a roundtable discussion of the NACD General Counsel Advisory Council, noting that antitrust enforcement has become increasingly hostile.
by NACD Editors

CEO Succession

Buy-in and insight from the current CEO is crucial to avoiding corporate trauma.
by NACD Editors


Time to Think

As rare as finding a marble-sized pearl in an ordinary looking oyster, a new book offers career-saving advice that demands only the discipline of willpower and a dollop of introspection.
by John F. Budd Jr.

Boardroom Journal

The Great Bifurcation

Critics of the SEC’s proxy access have long pointed at what might be an “intended consequence” —a growing distance between boards and management.
by Jeffrey M. Cunningham


Audit Committee Roundup

Pivotal Time to Take a Close Look at Internal Audit

Recent cost-cutting and staff reductions—coupled with the need for ever-more sophisticated internal-audit skill-sets—present a key question for the audit committee.
by Mary Pat McCarthy and Eric Holt


Crisis Management: Facing Down the Court of Public Opinion

Although high-profile crises may jeopardize the existence of the company itself, many boards are caught off guard when such disasters strike. The board in its oversight role should, of course, try to ensure that management is doing all it can to avert obvious catastrophes.
by Theodore L. Dysart and Jack Oliver