Article Overview: Early on during our joint service it was clear that my new board colleage, Joel, knew how directors thought and evaluated matters, knew governance, and was precise about how to fashion solutions. But there was more to his impact...it was not righteousness; it was an ethical approach to business, people and his responsibilities.
Article Overview: Rough patches do emerge in the behavioral dynamics of any board. These range from mild and virtually undetectable reactions to severe boil-ups. Early recognition and corrective action are essential to preserve the work ethic and spirit of a high performing board, one that also must satisfy its directors’ expectations for professionalism, adherence to sound governance practices and the protection of one’s personal reputation.
Article Overview: Regulators have arrived on the scene to remedy past ills and restore shareholder trust. Their remedies
are both constructive and punitive. One constructive remedy proposed is the requirement that public companies conduct executive compensation risk-assessment and mitigation procedures. Gauging by the regulation lumbering through the federal
legislature, it looks certain that compensation risk-assessment will become a required, annual task
for every compensation committee.
Article Overview: Dysfunctional executive compensation plans and deals are not new issues for U.S. shareholders. Shareholders began to take note in 1994 with the Michael Ovitz situation at Disney. Disney’s Compensation Committee was subsequently entangled in multi-year litigation that brought the accountability of the Committee members into the spotlight. payment. Shareholder outrage has coalesced into corrective action in policy and regulatory reporting.
Article Overview: Today, passive monitoring of public policy matters by any company is a risky tactic. Companies that have intentionally chosen not to engage may be sorely surprised when they learn the deck is stacked against their interests. Other companies are surprised and disadvantaged because their monitoring systems are undisciplined or faulty. Companies without a properly–resourced and focused public policy strategy are naive or irresponsible. In either case, senior leaders and boards put their companies at risk when public policy matters are ignored or bungled.
Article Overview: Pivotal questions is a menu of candid, direct and sometimes uncomfortable questions that dig in to those crucial issues that often derail the separation of the Chairman role from the Chief Executive role. Good intentions and some courage will lead you, the board leader, to choose those pivotal questions that your board wishes to explore. The payoff is board synergy that just may deliver that magic that boards strive for.
Article Overview: While the current climate attracts astute and well-capitalized investors, deals also attract wily and fearless plaintiffs’ counsel. In part, their tactics are to find fault with how a board exercises business judgment and oversight as well as compliance with jurisdictional statutes and the company’s bylaws. As a result, your company’s wealth and your reputation are targets for their attacks.
Article Overview: How does a Board gauge leadership risk? Certainly Boards do measure performance outcomes, but the assessment of risk regarding senior leadership is new ground. We suggest process-based risk factors, which Boards should monitor and mitigate. We argue that attention to these risk factors mitigate leadership risk and offers the promise of elevating the leadership competency to a competitive advantage.
Article Overview: In light of the changing landscape, has your Board reviewed the steps needed to minimize director liability? More important, is your Board taking steps beyond the basics to minimize the risk of overall loss and perform more effectively?
Article Overview: Executive compensation risk assessment is one focal point within a company’s broad responsibility for risk management. Due to the impact of several catastrophic corporate melt downs which have been attributed to high-risk compensation practices, executive compensation has become a priority for risk management attention for U.S. and international boards.