NACD - National Association of Corporate Directors
Directorship Magazine July/August 2015 Issue

Table of Contents

July/August 2015


Shareholder Letters Worth Reading


The Best of Summer Reading

Directors and NACD Directorship editors suggest books for summer reading.
by NACD Editors

Learning to ‘Manage the Risk Before It Manages You’

Coverage of the inaugural NACD Strategy & Risk Forum
by Ashley Marchand Orme

From Ally Financial to U.S. Steel, Diverse Teams Cited for Strength, Success

Legal Momentum award winners shine a light on the value of inclusion.
by NACD Editors


CEO’s Letter

On Summer Reading

NACD CEO Kenneth Daly on how taking time out to read can make directors better communicators.
by Kenneth Daly

Editor’s Note

Page Turners

NACD Directorship Editor-in-Chief Judy Warner on how technology has impacted how we read.
by Judy Warner

The Director’s Chair

A Call for a New Cyber Order

Four key practices for board to proactively provide cybersecurity oversight in the 21st century.
by Dennis Cagan

Keeping Count

Examining Board Time Allocation

A look at how directors can manage ballooning agendas to address critical issues.
by Kate Iannelli

Washington Update

Wrestling With Disclosure Reform

A look at the latest developments in disclosure reform.
by Alexandra R. Lajoux

Delaware Watch

Delaware Supreme Court Allows Dismissal of Claims Against Independent Directors

An analysis of a recent Delaware Supreme Court decision that clarifies when independent directors may seek dismissal of claims against them.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Renée J. Hornbaker

An interview with Renée Hornbaker, a seasoned CFO, a boardroom leader, and a prodigious learner.
by Jesse Rhodes

In Practice

The Case for Board Budgets and Resources

How exercising greater initiative regarding their own resource and budget needs can help boards be more effective.
by Gabe Shawn Varges

How to Think Like an Activist Investor

Boards frequently fail to scrutinize their company the same way an activist does. Here are six strategies directors can use to prepare for an activist engagement.
by Darren Novak, Joel M. Koblentz, and Patrick R. Dailey


Attacking Executive Compensation

Directors discuss how and why compensation practices spur activist engagements.
by Jesse Rhodes

From Empathy to Heat Maps, Advice for Managing Reputation

Directors discuss and compare experiences and insights on reputation risk at a routable event hosted by EisnerAmper and NACD.
by Judy Warner

Entrepreneurial Governance

Internal Audit and SOX on a Budget

Strategies for small-cap boards to maximize internal audit functionality and compliance with the Sarbanes-Oxley Act.
by Adam J. Epstein and Sonia Luna

Private Company Insights

For Family-Owned Businesses, Strong Governance Is Key to Succession Planning

KPMG's Brian Hughes discusses how directors of family-owned businesses can approach the succession planning process.
by Brian Hughes

Small Talk

Back to the Floor, Tightening the Borscht Belt, More

A few conversation starters to leave you with a smile. THIS MONTH: Directors spend a day waiting tables, a look at how soup can be a barometer for inflation, and more.
by Jesse Rhodes


The HR Threat to Board Effectiveness

Seven things boards can do to get the critical information and guidance they need from human resources.
by Mark B. Nadler and Julie J. Chen


Risk and Audit

When Trouble Comes Knocking: How to Deal With Investigations

Key considerations for audit committee members to prepare for, executive and respond after an investigation.
by Paula Loop


‘Failure to Assume’ May Be A Successful Change-in-Control Practice

The failure-to-assume approach to vesting practices is becoming more prevalent. Here are five key factors to consider in determining if this approach is appropriate to your organization.
by Thomas Ramagnano and Matthew Wolfson

Audit Committee Roundup

Sustainability Matters, But What Does It Mean for Your Company?

When it comes to corporate social responsibility, what to do, how much to commit, and how to measure the return are all questions with no single answer. Here are some considerations that may help.
by Dennis T. Whalen

Increase in Activism Underscores The Need to Know Shareholders

A look at how new data-driven strategies can help companies develop a more complete view of their shareholders’ perspectives and concerns.
by Sharyn S. Bilenker

Board Composition

The 21st-Century Board: Built for Change

Boards will continue to undergo transformation in the next decade. Here's a look at how the boards of the future will look and perform.
by Phyllis Deiso

Internal Audit

Information Overload: Internal Audit And the Disclosure Deluge

A look at the escalating complexity and level of detail in required disclosures—and the toll on corporate directors.
by Richard Chambers