NACD - National Association of Corporate Directors
Directorship Magazine July/August 2013 Issue

Table of Contents

July/August 2013

COVER STORY

Hunting Big Gains

FEATURES

LEADING MINDS OF COMPENSATION

Directors Grill Comp Advisors on Pay Issues

Today's leading minds answered directors' burning questions on the latest compensation trends for executives and directors alike.
by NACD Editors

REPARTEE

The Elements of Effective Board Governance

Robert L. Guido and Mary Ann Cloyd discuss the value of good governance in today's corporate environment.
by Judy Warner

NACD SPRING FORUM

Rethinking the Risk Agenda

How the enterprise risk landscape has changed in the last 10 years and what boards can do to reset their risk oversight direction.
by Cheryl Soltis Martel

DEPARTMENTS

President's Letter

On Effective Board-Shareholder Relations

The key to board-shareholder relations? Communication, communication, communication.
by Kenneth Daly

Editor’s Note

Summer Reading

Bill Gates cites Warren Buffett's annual letter as one of his most valuable lessons.
by Judy Warner

Keeping Count

Opinions Shift on Separating Chairman and CEO Roles

At some companies, an independent chair can provide balance to the CEO. At others, the chair/CEO provides continuity and more in-depth operations knowledge.
by Kate Iannelli

Washington Update

Dodd-Frank: Dying Hard

What has—and hasn’t—happened in the three years since passage of the landmark legislation.
by Alexandra R. Lajoux

Verbatim

The Serial Reinventor

Fred Hassan draws on his formidable leadership experience to define what he calls “The ABC Advantage” of CEOs who are serial achievers.
by Judy Warner

In Practice
BOARD OVERSIGHT

Corruption in China and Elsewhere Demands Board Oversight

Business practices in China are widely noncompliant. Anticipating and addressing corrupt activities require both a constancy of board leadership and management awareness.
by Eric V. Zwisler and Dean A. Yoost

Roundtable
ADVISORY COUNCIL: RISK OVERSIGHT

Many Risks, One Focusing Body

A single ‘air traffic controller’ should allocate risk oversight responsibilities.
by Cheryl Soltis Martel

Peer Exchange
GENERAL COUNSEL

Mastering a Delicate Balance

The effective GC reports to the board on an increasing array of issues.
by Matt Abedi

Entrepreneurial Governance

Shareholder Activism Creates Unique Challenges for Smaller Companies

Small public companies must consider additional factors when dealing with activist investors.
by Adam J. Epstein

Boardroom Journal

Reading History This Summer

You'll need a bigger beach bag for this reading list.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

DIRECTOR COMPENSATION

Scrutiny of Rule 10b5-1 Trading Plans Grows

Recent articles questioning executives' "good luck" in trading company stock has intensified scrutiny of SEC's Rule 10b5-1 plans.
by Thomas Ramagnano and Matthew Wolfson

Audit Committee Roundup

Is the Audit Committee’s Workload Reaching A Tipping Point?

More than half of KPMG's Audit Committee Issues Conference attendees say it is increasingly difficult or unrealistic for the audit committee to effectively oversee the range of risks on its plate.
by Dennis T. Whalen

CASH FLOW

To Repatriate or Not to Repatriate?

Companies should reassess and validate their overall global tax strategy in light of significant corporate tax changes.
by Ramon Camacho

BOARD COMPOSITION

Executives on Boards: A Profile of CFOs Serving as Independent Board Members

Today's boards seek a deeper pool of talent from which to recruit to bring valuable experiences and broader perspectives to the boardroom.
by Belen E. Gomez

COLLABORATION

Extending Secure Communications Beyond The Walls of the Boardroom

How can directors ensure privacy and security of board documents when sharing through corporate e-mail networks?
by Bernhard Wobker

LEADERSHIP DEVELOPMENT

Wanted: Courage and Vision

Confident leaders make conflict welcome.
by Steve Mader

STRATEGY

How Boards Can Stay Ahead: Strategic Governance in Six Practical Steps

Simple, practical methods boards may use to become more strategically engaged and to increase their effectiveness.
by Steven B. Stokdyk, Julia A. Thompson, and Joel H. Trotter