NACD - National Association of Corporate Directors
Directorship Magazine November/December 2013 Issue

Table of Contents

November/December 2013

COVER STORY

2013 NACD Directorship 100

FEATURES

NACD DIRECTORSHIP 2020

Building the Boards of Tomorrow

Directors share insights to help map the issues for future boards.
by Cheryl Soltis Martel

NACD INTERVIEW

Steele’s Summation

Justice Myron T. Steele reflects on his career, the boardroom, and regulation, and offers some advice to his successor.
by Jeffrey M. Cunningham

DEPARTMENTS

President's Letter

On Change and Progress

It’s that time again—the season to honor board movers and shakers as we look back on another year of change.
by Kenneth Daly

Editor’s Note

Let’s Celebrate

Honoring the 2013 Directorship 100.
by Judy Warner

Need to Know
SPECIAL SUPPLEMENT

The Changing Face of America and the Boardroom

This special supplement to NACD Directorship magazine focuses on how America's new "majority minority" will affect boardroom composition.
by NACD Editors

NACD Board Confidence Index

Directors Unwavering on Long-Term Economic Growth

The NACD Board Confidence Index (BCI) has now tracked directors’ sentiment regarding the current and future state of the economy for 13 quarters.
by Kate Iannelli

Washington Update
Verbatim

Chief Disruption Officer

The ASU president on the differences between university and corporate governance, and how the “arrogance of ignorance” brought down a colleague.
by Jeffrey M. Cunningham

In Practice
Advisory Council: Audit

Regulatory Changes on Deck For Auditors, Audit Committees

Proposed standards would expand audit purview and the auditor’s report.
by NACD Editors

Entrepreneurial Governance

A Small-Cap Conundrum: Purchasing Legal Services Without In-House Counsel

Directors of small-cap companies should consider the following insights when retaining legal services.
by Adam J. Epstein

Readings

Mr. Allison Goes to Washington

Prescribing a Cure for What Ails the Free Market
by Alexandra R. Lajoux

Governance Dysfunction and Small-Cap Companies

With more than 80 percent of all boards in charge of small-cap companies and the median U.S.-listed security at $450 million, Adam Epstein has found a huge target for the improvement of board governance.
by Jeffrey M. Cunningham

Boardroom Journal

Channeling Ike

The U.S. Department of Medieval Justice; Henry VIII’s Risk Czar; From TBTF to BETS
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Shareholder Relations

ProxyPulse Reveals Shareholder Voting Trends

Series of reports offers questions that executives and boards should consider and suggests practical ways to better engage with shareholders in order to encourage them to vote.
by Charles V. Callan and Michelle Jackson

AUDIT COMMITTEE ROUNDUP

How the Board Can Help Capture More Value in M&A

Fueled by higher stock prices, lower interest rates, and cash-heavy balance sheets, corporate deal making has increased from 2008 lows.
by Brian Heckler and Dennis T. Whalen

COMPENSATION

The Unintended Consequences of Pay Reform

Has Dodd-Frank changed behavior in the boardroom?
by Margaret Engel

COMPENSATION

Key Design Considerations for Relative TSR Performance Plans

The prevalence of TSR in performance plans increased from 44 percent in 2011 to nearly 60 percent in 2013.
by Donald Kalfen and Tom McNeill

INSURANCE

Directors Beware: Without Representations and Warranties Insurance, You May Lose the Deal

Using representations and warranties insurance to help close deals.
by Jay J. Rittberg

CAPITAL MARKETS

Today’s Private Companies Are Tomorrow’s Public Offerings

What can be done to spur the IPO pipeline?
by Bruce E. Aust

RISK ASSESSMENT

Knowing What You Don’t Know

Six steps organizations can take to manage uncertainty.
by Jim DeLoach

EXECUTIVE BENEFITS

Aligning Benefits With Human Capital Risk

One growing trend in the compensation industry is utilizing benefit restoration plans to augment the cash and equity components of executive compensation.
by Frank R. Arcara

DIRECTOR ADVISORY: STRATEGIC COMMUNICATIONS

How Corporate Leaders Can Build Credibility As Policy Advocates

Survey shows investors, opinion elites, and the general public agree on the positive value of CEOs’ involvement in policy debates over certain critical issues.
by Jackson Dunn and Elizabeth Saunders

INTERNAL AUDIT

Revised COSO Framework Provides Tools to Assess Internal Controls

The updated Internal Control-Integrated Framework helps address how organizations establish and implement their internal controls in today’s evolving environment.
by Jerry Ravi, Scott Kindzierski, and Kristen Herman

INTERNAL AUDIT

Think of Internal Audit as the Conscience of the Organization

The expression of core organizational values can be a key indicator of a strong tone at the top, as well as an effective way to communicate the behaviors employees are expected to embody and demonstrate.
by Richard Chambers

LEGAL

Beware of Zombies! Trados Decision Urges Caution in Sale of VC-Backed Companies

While the court held that the Trados directors  had not breached their fiduciary duties in selling the company, J. Travis Laster did find that a majority of the seven-member board were conflicted.
by Lisa Bebchick and John E. Sorkin