NACD - National Association of Corporate Directors
Directorship Magazine September/October 2013 Issue

Table of Contents

September/October 2013


Mining Big Data


NACD History Project

Roger W. Raber: He Put NACD on the Map

To mark the 35th anniversary of NACD’s founding, the NACD History Project seeks to chronicle the people who contributed to its formation and success.
by Judy Warner


Cuba Libre

When government regulation replaces the discipline of the free market, the economy is brought to its knees.
by Jeffrey M. Cunningham


President's Letter


Good directors offer “re-vision”—the ability to review and respond to vision and to correct it as needed.
by Kenneth Daly

Editor’s Note

Membership Privilege

Being an NACD member says that you, or the company on whose board you serve, are an active participant in the advancement of these governance ideals.
by Judy Warner

Washington Update

Big Data Spawns New Bills, SEC Tools, And Court Cases

Directors seeking ways companies can better leverage their products and services through the use of IT might suggest that key managers look into NITRD programs to see what free tools and insights they may have to offer the private sector.
by Alexandra R. Lajoux


What’s Ailing Corporate Governance

The renowned Stanford professor says board members are typically drawn to what is quantifiable, and for most companies those are not the only valuable performance dimensions.
by Jeffrey M. Cunningham

In Practice

Building a 21st-Century Board

Boardroom demographics have changed little: of today’s Fortune 1000 directors, more than 1,100 are 70 years or older.
by Lauren E. Smith

Minding the Executive Compensation Gap

Boards should consider talent and rewards information in an integrated manner.
by Jennifer Wagner Shenker and Greg Passin

Peer Exchange
Shareholder Relations

Activism Should Be Seen as a Catalyst, Not Operational Weakness

Directors must take care to balance their business acumen against shareholders’ opinions, new governance developments, proxy advisory firms’ recommendations, and management’s strategy.
by Elizabeth Mullen

Compensation Advisory Council

Coming to a Common Definition of Pay

Compensation survey will provide directors’ perspective to the SEC as it develops pay disclosure rules.
by Cheryl Soltis Martel

Entrepreneurial Governance

A Conversation With IPO Icon Lise Buyer

A perspective on IPOs from the employee, institutional investor, banker, analyst, and venture capitalist angles.
by Adam J. Epstein


A Future Mediated by Software?

The much-needed transformation of the Information Economy will not come from unions or government but from ordinary people acting as free economic agents.
by Alexandra R. Lajoux

Seeing Revolution in Correlations

Big data puts on display what is happening, allowing companies to make strategic choices heretofore beyond imagination.
by Matt Abedi

Boardroom Journal

Why We Like Delaware

Jeff Cunningham opines about why we like Delaware, Robert Khuzami's next act after the SEC, and why even in governance, size matters.
by Jeffrey M. Cunningham



Comp Specialists Advise the Oil and Gas Sector

Q&A with compensation experts.
by Jim Wolf and Tracy Glassel

Audit Committee Roundup

The Double-Edged Sword of Social Media

Even to those companies not actively using them, social networks pose an inherent risk—from threats to confidential information or IP, to reputational damage and the potential for regulatory infractions.
by Dennis T. Whalen and Sanjaya Krishna

Information Technology

Simplified Security Is Successful Security

Perhaps the convenience of consumer electronics and platforms for data exchange present the greatest end-user enterprise security threat of them all.
by Johannes Hertz


Don’t Put Equity Grants on Autopilot

Equity will always be a key option for companies looking to drive their performance priorities, but programs and practices require regular review.
by Aalap H. Shah


Practice of Integrated Financial Reporting Grows

Almost all of the S&P 500 have some form of sustainability disclosure, but most of those companies don’t go as far as using integrated reporting.
by Kayla Gillan

D&O Liability

Think About Your Safety Net

So far this year, FCPA enforcement has yielded $420 million in fines, penalties, and settlements, while the total for all of 2012 was $260 million.
by Nora McGee

Shareholder Engagement

Prepare Now for Next Proxy Season

More companies are using the off-season to inform and educate institutions on their unique corporate governance principles and to explain outliers that do not fit the proxy advisors’ specific guidelines.
by Steven Balet


More Deal Litigation? Appraisal Suits on the Rise

Buyers and sellers of Delaware companies should be aware of these trends and consider them in their transaction planning.
by David Hennes


How to Keep More of Your Money

Deferred compensation plans can aid compensation committees and executives.
by Jason Maples and Rocky Grimes

Big Data

The Real Deal With Big Data

Applying advanced analytics to big data, can help detect opportunities and risks that may otherwise go undetected.
by Maureen Errity and John Lucker


Say-on-Pay Voting Leads to Homogenization

Superior performance, a clear demonstration of pay/performance alignment, and thorough, concise communication are the foundation of well-designed pay programs and a successful vote.
by Ira T. Kay and John Sinkular