NACD - National Association of Corporate Directors
Directorship Magazine November/December 2012 Issue

Table of Contents

November/December 2012

COVER STORY

The 2012 NACD Directorship 100

FEATURES

Dismissed With Prejudice

The surreal story of former Broadcom CFO Bill Ruehle, who details the fight of his life against a headline-seeking prosecutor.
by Jeffrey M. Cunningham

DEPARTMENTS

President's Letter

Balance of Power

Directors both build leadership and represent shareholders, ideally balancing their power.
by Kenneth Daly

Editor’s Note

Convening the D100

A look back at the past six years of the D100.
by Judy Warner

Keeping Count

Boards Remain Lean Despite Greater Responsibilities

Despite increased requirements, the average board size has remained relatively constant over the past five years.
by Kate Iannelli

Washington Update

Welcome to Washington: Watch Your Wallet

Pending rules and regulations may limit corporate leaders' take-home pay.
by Alexandra R. Lajoux

Verbatim

Setting the Right Tone

John Veihmeyer, chairman and CEO of KPMG, reflects on current trends and challenges in innovation, risk and diversity.
by NACD Editors

Repartee

Laura Unger and Mary Ann Cloyd: Making Sense of IT Risk

Former SEC Acting Chairman Laura Unger sits down with PwC's Center for Board Governance Leader Mary Ann Cloyd to discuss risk management.
by NACD Editors

Roundtable
COMPENSATION ADVISORY COUNCIL

The Evolving Role of the Compensation Committee

The NACD Compensation Advisory Council formulated six key concepts for compensation committees' 2013 agendas.
by NACD Editors

Entrepreneurial Governance

Communicating With the Street: Addressing Small-Cap Challenges

A number of small-cap company experts gathered to share their perspectives on effective communications.
by Adam J. Epstein

GC Corner

Conducting an Effective Internal Investigation: The Role of Forensic Accountants

Boards should work with outside counsel to determine whether they should retain forensic accountants.
by NACD Editors

Boardroom Journal

Silicon Valley Patience

Y-Combinator's investments are plenty, and its successes few but valuable.
by Jeffrey M. Cunningham

Boardroom Tested

A director candidate's experience on a board which faced crisis is just as valuable as a pristine résumé.
by Jeffrey M. Cunningham

Crisis Czar

Former ExxonMobil CEO Lee Raymond is fit to lead the inquiry into JPMorgan's recent difficulties.
by Jeffrey M. Cunningham

If At First You Don’t Succeed, Keep Failing

Warren Buffett says it is more important to have one major success along with some failure, rather than avoiding failure altogether.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Compensation

Boards and Compensation Committees Need Context in Order to Evaluate Performance

Boards need comprehensive performance reports in order to properly set executive compensation and provide accurate disclosures.
by Jamie McGough and Jane Romweber

INDEMNIFICATION

What Directors Should Know About the Changing Market for M&A Insurance

Representation and warranties insurance is increasingly being utilized to close M&A deals and protect downside risk.
by Jay J. Rittberg

AUDIT COMMITTEE ROUNDUP

Good Communication Should Mean No Surprises

It’s critical that the audit committee and auditor have an open line of communication—particularly in today’s business and regulatory environment.
by Dennis T. Whalen

2012 PROXY SEASON ANALYSIS

Actions Varied on Proxy Access Proposals

Companies responded in a number of ways to shareholders' proxy access proposals in the 2012 season.
by Marc Alpert and Nicholas Scannavino

RECRUITMENT

Age Shift Underway on U.S. Boards

Boards are paying more attention to younger rising stars.
by Dennis Carey and Robert Hallagan

ENTERPRISE RISK AND STRATEGY

The Board’s Role in Aligning Strategy With Risk

The Deloitte LLP Governance Framework outlines five elements the board must actively oversee.
by Maureen Errity and Sandy Pundmann

ENTERPRISE RISK AND STRATEGY

The Board’s Role in Aligning Strategy With Risk

The Deloitte LLP Governance Framework outlines five elements the board must actively oversee.
by Maureen Errity and Sandy Pundmann