NACD - National Association of Corporate Directors
Directorship Magazine January/February 2017 Issue

Table of Contents

January/February 2017


Uphill Climb: Navigating the First Year of Directorship


Cover Story

Transitioning to Fresh Leadership

An inside look at Baker Tilly's two-year CEO changeover.
by Judy Warner

Look Ahead

The Top 10 Issues for Boards in the New Year

The context for corporate performance is changing rapidly, and as a result, the issues before boards will be more challenging than ever.
by Dennis T. Whalen


Rethinking China

U.S. companies' growth could depend on how well they compete inside China and how effectively they defend their market share against Chinese competitors.
by Tom Manning


The Case for Restricted Equity

Boards may want to take a closer look at using restricted equity in their executive pay plans to mitigate excessive risk taking.
by Sanjai Bhagat


CEO’s Letter

Fit for Purpose

Turning vision to reality at NACD.
by Peter Gleason

Editor’s Note


Big changes are afoot in 2017.
by Judy Warner

Chair’s Address

The Era of Strategic-Asset Directorship

How to speed the movement toward strategic-asset leadership.
by Karen Horn

Keeping Count

Survey Shows How Boards Are Confronting New Challenges

Global economic uncertainty tops the list of directors’ concerns.
by Ted Sikora

Washington Update

Deregulation 2017: Dismantling Dodd-Frank

Unless a filibuster occurs in the Senate or one of a few obscure parliamentary rules are called in the House, laws proposed to repeal Dodd-Frank regulations have the personnel to pass with ease.
by Alexandra R. Lajoux

Delaware Watch

Court Explains Directors’ Fiduciary Duty of Oversight

This Delaware Court of Chancery opinion provides a practical lesson in director oversight.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

The Hon. Michael Montelongo

Meet the Hon. Michael Montelongo, a boardroom professional, tri-sector leader, and public servant.
by Jesse Rhodes

Verbatim | Ira M. Millstein

A Statesman Calls for Greater Director Activism

What boards can do now to guide their companies through divisive times.
by Judy Warner

Roundtable | Risk Oversight

How Risk Oversight Boosts Fast-Growing Companies

Leading companies understand that risk oversight must balance controls with flexible, entrepreneurial operations.
by Jesse Rhodes and Robyn Bew

Director Development

The Bare Essentials for Your Board Interview

The interview process can vary greatly from board to board. Review these suggestions before the most important stage of your board seat search.
by Rochelle Campbell

Entrepreneurial Governance

Understanding the Advice of Boardroom Lawyers

Engaging corporate counsel is about more than avoiding culpability.
by Adam J. Epstein


A Big Book on Governance for Directors of All Stripes

Nonacademic reading from a leading governance academic.
by Howard Brod Brownstein

Private Company Insights

Taking Off the JOBS Act Training Wheels

Provisions of the JOBS Act lay the blueprint for good governance ahead of an initial public offering.
by Salvatore Melilli

Small Talk

A Mighty Fine Crusade

In September, Kenneth Daly announced his retirement and Peter R. Gleason’s promotion to CEO, effective Jan. 27.
by Kenneth Daly


Director Compensation

Are You Paying Your Lead Director Appropriately?

Boards may need to rethink pay practices as the role of the lead director evolves.
by Bob Romanchek


Making Data a Board Agenda Issue

Directors have a leading role to play in helping executives look to future risks and opportunities.
by Cathy Engelbert

Executive Compensation

Why Boards Should Be Concerned About The Shrinking Tenure of Long-Term Incentives

The timeline of assessment for long-term incentive pay is shrinking. The incentive's ability to motivate strategy-driven actions is shrinking with it.
by Irv Becker