NACD - National Association of Corporate Directors
Directorship Magazine July/August 2014 Issue

Table of Contents

July/August 2014


Shining a Light


The Directorship Interview

The Schapiro Era

Mary L. Schapiro talks about her time at the SEC, working across party lines, and what boards can do to manage risk.
by Jeffrey M. Cunningham

Managing the New Wave of Risk

Cybersecurity experts share their best advice for how directors can grapple with this invasive new risk.
by Jesse Rhodes

Highlights in Global Leadership

With business undergoing rapid transformations, industry experts discuss today's burning issues of leadership, including culture, risk, and talent.
by Matt Abedi and Jesse Rhodes


President's Letter

Winding Paths, Straight Talk

It's time to set aside the jargon of “strategic planning” in favor of straight talk.
by Kenneth Daly

Editor’s Note

Summer Reading

A preview of what NACD Directorship's editors conceive as the best of summer reading for 2014.
by Judy Warner

The Director’s Chair

Beyond Skepticism: How Boards Should Oversee Big Data

While big data may provide companies a competitive edge, directors should carefully examine their management team’s decision to commit to big data.
by Jaan Sidorov

Keeping Count

Is the Value of Independence Overstated?

Striving toward greater board independence is largely seen among governance experts as a commendable pursuit; however Urska Velikonja, an assistant professor at the Emory University School of Law, has reservations.
by Matt Abedi

Washington Update

Beyond Dodd-Frank: Bring on the Disclosure Wars

The SEC is well underway with a new Disclosure Effectiveness Project—and battle lines have been forming within the five-member commission. This installment of “Washington Update” describes why this battle matters and who is on which side.
by Alexandra R. Lajoux

Delaware Watch

Decision Allows Free-Shifting Provisions in Bylaws, and a Win for Sotheby's, Loeb

Not so fast: Delaware legislation that would have nullified court’s decision is postponed.
by Francis G.X. Pileggi and Kevin F. Brady

NACD Board Leadership Fellow

The Hon. Carlos C. Campbell

NACD Board Leadership Fellow. Naval officer. Strategist. Boardroom leader.
by Jesse Rhodes


The Board’s Role in Strategy

Raymond V. Gilmartin and Mary Ann Cloyd on disruption, culture, innovation, and leadership
by Judy Warner

Entrepreneurial Governance

Investor Meetings: When Board Deference Can Be Fatal

Given the heightened role that investor meetings play in the successful outcome of many small-cap financings, boards need to consider making some preliminary determinations about how involved they will be in monitoring management’s preparation for investor meetings.
by Adam J. Epstein


Why Piketty is Wrong

Jeff Cunningham takes issue with Thomas Piketty's views on income inequality. PLUS: Timohty Geithner's new memoir opens a window into working at the U.S. Treasury during the financial meltdown.
by Jeffrey M. Cunningham

Private Company Insights

Closing the Gaps: An Ongoing Challenge for Private Company Boards

It’s a healthy question for every private company board today: Where are the company’s gaps, and how can the board help close them?
by James P. Liddy

Boardroom Journal

Sounds Familiar, Disrupting the Disruptor, Tipping Points, and More

A classic case of a retail chain igniting public ire. PLUS: Contemplating the cultural legacy of "Gangnam Style," and thinking about the tipping point of how the public feels about business.
by Jeffrey M. Cunningham


Regulatory Update

Delving Into COSO’s Updated Framework For Internal Controls: Are You Ready?

The key questions board members and management need to ask about COSO's revised Internal Control-Integrated Framework.
by Daniel R. Balla and Alex J. Wodka

Shareholder Engagement

When Say-on-Pay Votes Fall Short

As of June 19, 417 of the S&P 500 companies have reported say-on-pay voting results. What have we learned?
by Margaret Engel

Internal Audit

Chief Audit Executives: To Rotate or Not to Rotate, That Is the Question

Richard Chambers explores the pros and cons to a CAE rotational strategy.
by Richard Chambers

Audit Committee Roundup

Preparing for (and Staying Ahead of) Activist Investors

Dennis T. Whalen stresses the importance of having a robust boardroom discussion about how the company is preparing for activist investors and advises how boards can prepare.
by Dennis T. Whalen

The Middle Market

Achieving Global Compliance: Is It Possible?

Strategies that directors of middle-market companies should encourage management to consider to help them navigate these turbulent global compliance waters.
by Keith T. Wallace