NACD - National Association of Corporate Directors
Directorship Magazine March/April 2013 Issue

Table of Contents

March/April 2013

COVER STORY

Sustainability Rising

FEATURES

FRAUD

Exposing Fraud at Any Cost

When former Olympus President Michael Woodford blew the whistle, also exposed were deep differences in corporate governance between East and West.
by Cheryl Soltis Martel

2012-2013 DIRECTOR COMPENSATION REPORT

Board Pay Normalizes as Economy Recovers

Director compensation shifts from “pay for participation” to “pay for membership.”
by Elizabeth Mullen

DEPARTMENTS

President's Letter

In Praise of Perspective

Every board and advisor should strive to attain proper perspective.
by Kenneth Daly

Editor’s Note

Seeking Sustenance

Directors and officers are doing what is best for their companies in many of this issue's stories, including promoting sustainability measures and pursuing internal fraud.
by Judy Warner

The Director’s Chair

Board Diversity: The Power of Three

With three women on board, the gender issue disappears.
by Mary Rhinehart, Mary Beth Vitale, and Mary White

Keeping Count

Nonprofits Take Page From Corporate Playbook

Data from a recent nonprofit governance survey show a shift in board emphasis to strategy and performance.
by Kate Iannelli

Washington Update

The Tax Man Cometh—or Not

The American Taxpayer Relief Act of 2012 is sure to prompt more tax discussions in the boardroom.
by Alexandra R. Lajoux

In Practice

Surviving a Restatement

Corporate directors must ensure that the right policies and procedures are in place to demonstrate that fiduciary duties are met should restatements be required.
by John Huber and Steve Bochner

IN PRACTICE: AUDIT

New Tool Helps Improve the Annual Auditor Assessment

NACD teamed up with the Center for Audit Quality and several other governance organizations to develop a resource to help audit committees evaluate auditors' performance objectively.
by Cynthia M. Fornelli and Jane Cobb

CEO EVALUATION

A Blueprint for a Better CEO Evaluation Process

A six-step blueprint to help boards put in place a rigorous, performance-enhancing evaluation process.
by Rick Ketterer

Peer Exchange
Risk Management

Aversion Is Not a Form of Risk Mitigation

A team of individuals capable of monitoring, managing, and mitigating risks will be able to effectively manage both risk advantages and challenges.
by Elizabeth Mullen

REIT

Key Issues for REIT Directors in an Uncertain Market

Though 2012 was a solid year for the REIT community, uncertainty lies ahead.
by Cheryl Soltis Martel

Entrepreneurial Governance

Are Venture-Backed Companies Keeping Pace?

The average venture-backed IPO company needs to build a solid board pre-IPO, with newly public companies facing more serious challenges than ever before and very little room for error as fewer companies go public.
by Adam J. Epstein

Readings

Managing Texas Style, Plus: The Official Zeal of the DOJ

A look at new books from Ed Whitacre, Steve Coll, Roger Donway, and Michael Pocalyko.
by Jeffrey M. Cunningham

Boardroom Journal

Capital Finds a Welcome Mat

The public market is one of several business venues outside of public investment, as Michael Dell demonstrates.
by Jeffrey M. Cunningham

Made in Switzerland

Daniel Vasella's Novartis experience is a classic example of Swiss governance differences.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Audit Committee Roundup

Focused Yet Flexible Agendas Key To Addressing 2013 Priorities

Focused yet flexible agendas will be critical in 2013.
by Dennis T. Whalen

Recruitment

Setting Up a First-Time Director for Success

The value a new director brings to the role is a fresh perspective on key issues as well as real-world experience in an area deemed important to the board.
by Nels Olson