NACD - National Association of Corporate Directors
Directorship Magazine February/March 2011 Issue

Table of Contents

February/March 2011

COVER STORY

Investors v. Directors

FEATURES

Board Confidence Index

Director Optimism Grows in Q4 2010

Directors feel dramatically better about the change in economic conditions over the last quarter.
by Kate Iannelli

Proxy Season Preview

Seven for Yo-leven

Directors roll the dice in 2011 proxy season craps game.
by Patrick McGurn

The Director's Guide to Executive Compensation

New Rules Give Power To The Compensation Committee

Compensation committee chairs seek education and independent advisors to bullet proof their pay decisions.
by Judy Warner

The NACD Directorship 100 Forum

Views From the C-Suite

CEOs need assistance from the board to properly manage risk and strategy.
by NACD Editors

The NACD Directorship 100 Forum

Building the Best Board: An Ongoing Challenge

Directors can view the Dodd-Frank Act as a jumping-off point for building a better board.
by NACD Editors

The NACD Directorship 100 Forum

Trends in Litigation and Director Liability

An increase in FCPA enforcement means directors need to be aware of international risks.
by NACD Editors

The NACD Directorship 100 Forum

The Examiner

Jenner & Block Chairman Anton Valukas explains how he came to the conclusion that Lehman Brothers' board was not at fault in the company's bankruptcy.
by NACD Editors

The NACD Directorship 100 Forum

The Crisis Solvers

Companies can best avoid crippling crises with advance planning and a demand for accountability from management.
by NACD Editors

The NACD Directorship 100 Forum

The Accidental Investigator

Harry Markopolos encourages boards to drive integrity, seek experts and own compliance.
by NACD Editors

The NACD Directorship 100 Forum

Financial Innovation and Corporate Governance

The inaugural head of the SEC’s ‘Fin Risk’ Division, keynote speaker at the NACD Directorship 100 Forum, warns of the dangers of decoupling economic interest from voting rights.
by NACD Editors

The NACD Directorship 100 Forum

The Game Changers

The lawyer, the director and the journalist: Honoring the 2010 Corporate Governance Hall of Fame.
by NACD Editors

The NACD Directorship 100 Forum

Growth, Risk and Audit

Boards must utilize risk carefully and strategically to succeed.
by NACD Editors

The NACD Directorship 100 Forum

What Investors Want From Boards

Investors are going to be more active in response to the underperformance of the S&P.
by NACD Editors

DEPARTMENTS

President's Letter

Main Street Mojo

NACD President Kenneth Daly discusses the five most pressing issues for directors to focus on this decade.
by Kenneth Daly

Editor’s Note

Making Your Voice Heard

NACD Directorship is working to advance boardroom intelligence through informative articles and events.
by Judy Warner

The Director’s Chair

As the Board Goes, So Goes NACD

While the responsibilities of board directors have increased, the NACD has also been growing to help today's directors lead better.
by The Honorable Barbara Hackman Franklin

Easing the Transition to the New Rules On Compensation

Boards who already have clear standards for executive compensation will have an easier time adopting to the Dodd-Frank Act's regulations.
by Ann Rhoades

Washington Update

From the SEC to the High Court, ‘Antidisestablishment’ Rules

Today's neoconservatives are practicing "antidisestablishmentarianism" with a new meaning.
by Alexandra R. Lajoux

In Practice

The Art of Skepticism

A questioning mindset can enhance fraud deterrence and detection by boards and audit committees.
by Cindy Fornelli and Angela Desmond

Peer Exchange

As REITs Near Half-Century Mark Their Governance Structure Evolves

REIT directors gathered to compare notes on the best way to govern the relatively new company structure.
by Elizabeth Mullen

A Forecast for the GC’s Office

Cross-border cooperation and U.K.’s Bribery Act to increase pace of enforcement activity.
by Judy Warner

Oversight in the Age of Catastrophic Risk

Regardless of whether risk is managed by the full board or a single committee, all boards must manage risk oversight carefully.
by Elizabeth Mullen

Readings

The Classics Trump Contemporary Business Books for Insight and Advice

The lessons learned from classic literature may be even more applicable to business than today's essential business books.
by J. Phillips L. Johnston

Boardroom Journal

Perfect Storm for Comp Committees

Directors need to tread carefully with state pension funds, since states' budgets are still reeling from the economic crisis and courts end to reward state pensions higher payouts.
by Jeffrey M. Cunningham

Boardroom 2.0

With the ever-increasing calls for increased boardroom communication with shareholders, it is in boards' best interests to evaluate their need for media training.
by Jeffrey M. Cunningham

Exit Sign in the Boardroom

Boards should plan fellow directors' exits with care to allow for a graceful and respectful departure.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Communications

The Forward Pass: Business Strategy in the Age of WikiLeaks

To successfully defend against a WikiLeaks-style scandal, companies must keep offensive and defensive strategies in mind.
by Richard S. Levick

Recruitment

Compensating Non-Executive Board Leaders for Time and Value

Compensation of non-executive board leaders is lagging behind the increasing prevalence and importance of their roles in the boardroom.
by Dennis Carey and Stephen P. Mader

Audit Committee Roundup

Ten To-Do’s for Audit Committees in 2011

With the responsibilities of the audit committee expected to increase in 2011, KPMG's Audit Committee Institute has compiled a list of ten items they should be concentrating on.
by Mary Pat McCarthy