NACD - National Association of Corporate Directors
Directorship Magazine January/February 2015 Issue

Table of Contents

January/February 2015

COVER STORY

Proxy Season Preview

FEATURES

Director Dialogue

Managing Risk in Global Danger Zones

Directors explore the volatile subject of managing risks in global danger zones.
by Judy Warner

Advances in Technology Enable Greater Participation by Investors

Improve investor relations though data dives and digital messaging.
by Ashley Marchand Orme

DEPARTMENTS

CEO’s Letter

Early Responders

Kenneth Daly considers board priorities for 2015.
by Kenneth Daly

Editor’s Note

Looking Ahead

NACD Directorship Editor-in-Chief Judy Warner anticipates what 2015 has in store for directors and the magazine.
by Judy Warner

Chair’s Address

An Imperative for Board Leadership

The new year presents greater challenges for corporate governance, which is why the need for discerning and well-informed board leaders is more urgent than ever. NACD Chair Reatha Clark King outlines the obstacles ahead and how directors can turn those challenges into opportunities.
by Reatha Clark King

The Director’s Chair

How to Manage the Currency Storm

Understanding and managing currency risk in a global business environment is complex—but it doesn’t have to be.
by John Connors

Washington Update

The New Congress Action Items That Will Shape Board Priorities for 2015

The 114th Congress promises to offer a different strategic landscape for corporate boards.
by Alexandra R. Lajoux

Delaware Watch

Duties of Directors of Insolvent Corporations

A recent Delaware Court of Chancery decision clarified that the fiduciary duties of loyalty and care do not change when a company faces insolvency.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Thaddeus Arroyo

Thaddeus Arroyo on the value of mentorship and his advice to fellow directors.
by Jesse Rhodes

Verbatim

A Public-Private Approach to Cybersecurity

In this interview with NACD Directorship's Jeffrey M. Cunningham, Internet Security Alliance President and CEO Larry Clinton elaborates on his vision for a more secure world.
by Jeffrey M. Cunningham

Repartee

Talking About Cybersecurity Execution

Mary Ann Cloyd and Suzanne M. Vautrinot compare notes on cyber-related issues.
by NACD Editors

Peer Exchange

In an Age of Activism, Listen and Learn

As high-profile activist investors increase their duly publicized interactions with company management and the board, directors are weighing how, when, and to whom to respond.
by Ashley Marchand Orme

Beyond Compliance

Directors discuss how to find opportunity in potential liabilities.
by Jesse Rhodes

Entrepreneurial Governance

A Conversation with Boris Feldman, Iconic Silicon Valley Securities Litigator

NACD Directorship columnist Adam J. Epstein discusses litigation trends, conducting internal investigations, and activist investors with Boris Feldman.
by Adam J. Epstein

Readings

The Rise of a New Elite and the Fall of the Middle Class

Author Joel Kotkin sits down with NACD’s Jeffrey M. Cunningham to discuss the dire consequences of a diminishing middle class to America’s cultural, economic, and political landscape.
by Jeffrey M. Cunningham

Private Company Insights

Exceptional Private Company Boards Get the Basics Right

Addressing some basic questions about the form and function of the board can ensure that directors are adding maximum value to a company.
by Brian Hughes

Boardroom Journal

A Farewell Interview with Jeff Cunningham

NACD's Alexandra Lajoux interviews Jeffrey M. Cunningham as he departs NACD to devote his time and talents to Arizona State University's W.P. Carey School of Business.
by Alexandra R. Lajoux

Sustainability

Sustainability Reporting: Demonstrating Commitment and Adding Value

Stakeholders expect organizations to detail their sustainability efforts and boards must stay abreast of evolving sustainability measurements and reporting standards to provide appropriate oversight.
by Gregg E. Anderson and R. Michael Varney

DIRECTOR ADVISORY

Internal Audit

Developing Integrated Reporting Partnerships

Richard F. Chambers of the Institute of Internal Auditors on how corporate boards should encourage internal audit’s role as assurance provider, advisor.
by Richard Chambers

Say on Pay

2015 Proxy Season: Show Your Work

Activist investors are targeting companies of a wide range of industries and sizes. Steven Balet of FTI Consulting shares why it's important for directors to engage with shareholders.
by Steven Balet

Composition

Board Refreshment: Addressing Shareholder Concerns

Deborah DeHaas and Maureen Bujno provide several questions to get the discussion started regarding board refreshment practices.
by Deborah DeHaas and Maureen Bunjo

Compensation

What’s a Compensation Committee to Do Now?

Bob Romanchek of consulting firm Meridian Compensation Partners offers compensation committees some advice for the new year.
by Bob Romanchek

CEO Succession

Data, Not Assumptions, Should Be Paramount When Selecting a New CEO

As boards engage in CEO succession planning, it can be difficult to determine which candidate really is the best fit for the job. Jane Edison Stevenson and Dave Heine from Korn Ferry discuss how directors can benefit from using data during the CEO search.
by Jane Edison Stevenson and Dave Heine

Director Recruitment

Want to Attract Great Directors? Be a Great Board

Phyllis Deiso of McGladrey provides several suggestions for how boards can attract a pool of great directors.
by Phyllis Deiso