NACD - National Association of Corporate Directors
Directorship Magazine May/June 2013 Issue

Table of Contents

May/June 2013

COVER STORY

The Art of Cyber War

FEATURES

COVER STORY SIDEBAR

Cyber Insecurity

Aspects of cyber security directors need to be attentive to in today's environment, said former Joint Chiefs of Staff Chairman Gen. Peter Pace speaking at an NACD Chapter event in Chicago.
by NACD Editors

KPMG 2013 AUDIT COMMITTEE ISSUES CONFERENCE

In Audit Circles, Information Quality, Risk Culture Are Top of Mind

Lessons from the ‘London whale,’ how not to fall in love with a deal, and knowing when to exit among advice shared.
by Elizabeth Mullen

NACD HISTORY PROJECT

A Leader Ahead of His Time: NACD Founder John Nash

Nash, who coined the boardroom adage “NIFO: nose in, fingers out,” built NACD membership to 3,000.
by NACD Editors

FROM BATTLEFIELD TO BOARDROOM

Transferring Military Skills to Director Service

Many of the leadership skills and training military officers possess can be repurposed for service in corporate boardrooms.
by Cheryl Soltis Martel

DEPARTMENTS

President's Letter

Relativity

Corporate governance, NACD, and "Directorship" magazine have changed a great deal in recent years, and will continue to do so as we approach 2020.
by Kenneth Daly

Editor’s Note

Good to the Last Word

This issue both looks ahead to cybersecurity issues directors may face in the near future, and look back to reflect upon the history of NACD.
by Judy Warner

The Director’s Chair

What to Ask Before Joining a Board

The hardest, and sometimes most important, questions to answer when considering joining a board are often the least measurable.
by Ellen B. Richstone

Need to Know
NACD LEADERSHIP

King to Succeed Franklin As NACD Chairman

Franklin hailed for public service and Washington insight; King to advance 2020 initiative.
by NACD Editors

Keeping Count

Revisiting Board Quotas

NACD's annual governance surveys show that American boards would have difficulty fulfilling diversity quotas should they become law, as in Norway and Spain, with 27.4 percent of boards responding to NACD's most recent Public Company Governance Survey reporting zero female members. When figures do not improve, the probability of regulators stepping in rises—and they are poised for action.
by Kate Iannelli

Washington Update

The Debate Over Cyber Threats

The federal government is taking actions to help defend corporations from cyber attacks.
by Alexandra R. Lajoux

In Practice

Surviving a Compliance Meltdown

A first-person account of restoring balance and ethics to Siemens.
by Anthony O'Reilly

Entrepreneurial Governance

Audit Firm Selection: Think Like an Institutional Investor

With so many choices, how can the audit committees of small public companies efficiently weigh their options? One way to simplify the process is to think like an institutional investor.
by Adam J. Epstein

Readings

American DNA

A slew of new books offer valuable looks at issues as diverse as what makes Mayo Clinic great to how the social technology revolution should be embraced.
by Jeffrey M. Cunningham

Boardroom Journal

Parsing Marty

A sample of highlights from Marty Lipton's annual memo: "Some Thoughts for Boards of Directors in 2013."
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

LITIGATION

Controlling the Public Company Sale Process

‘Don’t ask, don’t waive’ standstill provisions on the firing line.
by David N. Shine

Risk Assessment

Directors, Senior Executives Identify Top Risks

The top 10 results of the executive perspectives on Top Risks for 2013: Key Issues being discussed in the boardroom and C-suite.
by Carol Beaumier and Jim DeLoach

Audit Committee Roundup

Is Internal Audit Properly Focused And Fully Utilized?

How can audit committees help ensure that internal audit is properly focused and fully utilized—and delivers the value it should?
by Eric Holt and Dennis T. Whalen

CASH FLOW

Tips for Repatriating Money From China

Common strategies U.S. multinational companies may use to improve cash flow from China.
by Frank Ji

Oversight

Capital Projects: Is Your Board Doing Enough?

Large capital projects—with their multi-year timelines, changing requirements, and complex procurement issues—are inherently risky and require diligent oversight.
by Peter D. Raymond

BOARD COMPOSITION

Board Diversity: Let’s Make It Personal

Boards should consider personalities of existing and prospective directors when seeking new board members.
by Robert J. Kueppers

Compensation

Alternative Pay Definitions: User Beware

The number of alternative compensation definitions is growing as investors scrutinize pay and performance.
by Jack Zwingli