NACD - National Association of Corporate Directors
Directorship Magazine December 2010/January 2011 Issue

Table of Contents

December 2010/January 2011

COVER STORY

Boardroom Justice

FEATURES

Appreciation

A Tribute to William B. Chandler III

Delaware Chancellor who modernized the most influential court in business.
by Stephen P. Lamb

Why Directors Need Delaware

Charles M. Elson discusses the importance of the Delaware Court of Chancery in boardrooms across America.
by Charles Elson

Blue Ribbon Commission on the Audit Committee

Setting the Agenda: Making the Most of Audit Committee Meetings

The 2010 Report of the Blue Ribbon Commission on the Audit Committee offers practical perspectives, suggestions and leading practices on what makes an audit committee effective.
by NACD Editors

Special Report: Risk Disclosure

The Board and Risk Oversight: Increasing Transparency Through Proxy Disclosure

Deloitte's analysis of new risk disclosures reveals the oversight practices of the S&P 500.
by NACD Editors

DEPARTMENTS

President's Letter

Governance 2011

Boards can benefit from setting improvement goals in the new year.
by Kenneth Daly

Editor’s Note

Empowering Directors

Boards and compensation committees must strengthen communications in light of proxy access and the Dodd-Frank Act.
by Judy Warner

Need to Know
Survey

In Year of Change, Strategy and Risk Top Board Agendas

The 2010 NACD Annual Survey of Public Company Governance has found that strategy planning, risk oversight and corporate performance are at the forefront of directors' focus.
by NACD Editors

Washington Update

Mid-Term Election Results Unlikely to Alter SEC’s Prodigious Rule Making

The SEC has enacted many new rules regarding boards over the past year and plans to continue in 2011 despite the new Republican majority in the House.
by Alexandra R. Lajoux

In Practice
WHISTLEBLOWING

Listen Closely: Is that a Whistle Blowing Or a Slot Machine Ringing?

Companies must ensure they have a strong whistleblower hotline program established in light of the Dodd-Frank Act's whistleblowing provisions.
by Anthony Lendez and Nicole Sliger

Roundtable
Summit

Action Plan to Engage Shareholders, Improve Board Composition

A dialogue about board priorities, composition and shareholder confidence.
by NACD Editors

Readings

Caveat Director: Big Risks for Not Serving Shareholders

The boards of Merrill Lynch and Bank of America are spotlighted in new books from Greg Farrell, Bethany McLean and Joe Nocera.
by Elizabeth Mullen

Boardroom Journal

Boardroom Journal: When Harry Met Henry, CalPERS' List

A discussion with Henry Hu and Harry Markopolos on board regulation; CalPERS to abandon Focus List.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Leadership Development

Choosing Your Next Lead Director: Selecting the Best Fit for the Role

While very few companies are making lead director succession a priority, it should be just as important of a consideration as CEO succession.
by Theodore L. Dysart and Stephen A. Miles

Compensation

Focusing on Investors

The question is not what the SEC wants from proxy statements. Rather, it’s what investors want.
by Robin A. Ferracone

Audit Committee Roundup

Ten Principles of Effective Audit-Committee Oversight

KPMG LLP's Mary Pat McCarthy discusses the NACD Blue Ribbon Commission on the Audit Committee's 10 principles for effective audit committee oversight.
by Mary Pat McCarthy

Compensation

Reaching for Votes

New mandatory say-on-pay provisions require companies to establish more effective shareholder communications.
by Steven E. Hall

Litigation

Say on Pay: Do Advisory Votes Create Potential for Mischief?

While non-binding shareholder votes do not seem, at first blush, to present litigation risk, there are potential areas of mischief.
by Laraine Rothenberg and David B. Hennes