Directors & Board eBrief

eBriefing

Volume 13, Number 26 • March 7, 2017
Featured Article | Effective Corporate Governance | Saying Goodbye | Calendar of Events | News
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Featured Article


Should an activist investor be allowed to address the board?
BY JEREMY JACOBS

Activists thrive when communication breaks down between company leadership — including the board — and the shareholders whose interests they are expected to advance. The job of communicating with activists primarily belongs to the same professionals and subject matter experts — the IRO, CFO and, when appropriate, CEO — who ordinarily manage investor communications. However, when corporate governance is specifically at issue, it is sometimes reasonable and necessary for members of the board to step forward.
 
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Directors & Boards Director Education Webinar Series


After the Election: Executive Comp, Audit, Risk and Governance Issues
December 1, 2016
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Navigating Successful Mergers & Acquisitions: What Directors Need to Know
November 16, 2016
REPLAY >

The Board’s Role in Defining, Communicating, and Sustaining Corporate Culture
September 14, 2016
REPLAY >

 

Effective Corporate Governance

Chairman/CEO Split: There should be no desire for the CEO role
BY HENRY D. WOLFE

For some former CEOs, refraining from too much engagement may be difficult if not impossible, and will result in a diminishment of the effectiveness of the chairman’s role rather than enhancing it. It is also possible that just the opposite can take place, such that the chairman who is a former CEO overcompensates in reaction to a desire to climb into the saddle one last time, resulting in a disengagement from what is needed on the part of the chairman.

By and large, it is essential that an individual assuming the nonexecutive chairman’s role not only fully understands the purpose of the position but is also energized by the role in and of itself. This will simply not be the case for an individual in the chairman’s seat who secretly longs for the CEO role.

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Saying Goodbye

What I've learned

BY JIM KRISTIE

This is my final issue of Directors & Boards. After 40 years as a journalist-editor, including the past 35 years at the helm of this journal, I am heading off to retirement. This last Editor’s Note seems like a proper moment to reflect on some of the major pointers that I have picked up along the way — in both governance and publication management. Here goes:

• There really is not much new under the sun. The role of the board — to protect the enterprise and guide its future — is not much different now than when I joined Directors & Boards in 1981. How the board performs its role has changed — i.e., in its board composition and some of its practices (e.g., having a lead director) — but its basic role remains as established as ever.

• There are best practices, and then there are right practices. Best practices are evolving standards, but may not be right for every board’s circumstances (for example, separating the chairman and CEO positions.)


 
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Events

NACD Director Professionalism
MARCH 13-15
 

NACD’s world-renowned Fellowship® foundation course in boardroom fundamentals is headed to the Big Easy—New Orleans—Mar. 13-15. Directors and governance professionals looking to position themselves for future board seats will gain leading practices and practical insights for the demands of today’s boardroom.   More information here.

Women Corporate Directors 2017 Latin America Conference
MARCH 22-23

The WomenCorporateDirectors Foundation (WCD) is pleased to announce its inaugural 2017 Latin America Conference in Santiago, Chile. This conference will bring together women directors from South and North America, as well as Asia and Europe for a dynamic program consisting of a group dinner at the on the 22nd of March and a full day conference on the 23rd at the Ritz Carlton.
 
THIS CONFERENCE IS FOR WOMEN WHO ARE ALREADY ON CORPORATE BOARDS OR LARGE FAMILY/PRIVATE COMPANY BOARDS. 
 
For more information, contact  info@womencorporatedirectors.com
 
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NEWS

Top 10 Topics for Directors in 2017

Here's a look at what every director should be thinking about:
1. Corporate Strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more complex risks.
2. Political Changes: Monitor the impact of major political changes, including the U.S. presidential and congressional elections and Brexit. 

3. Shareholder Relations: Foster shareholder relations and assess company vulnerabilities to prepare for activist involvement....

Cyber Security Reaches Boards

Cybersecurity regulations are intensifying.

A new proposed cybersecurity regulation promulgated by New York's Department of Financial Services (DFS), which generally applies to financial institutions that do business in New York and is expected to go into effect on March 1, 2017, is groundbreaking in several respects.

SEC Reconsiders Pay Ratio Rule Implementation

SEC acting Chairman Michael S. Piwowar  issued a public statement today (February 6, 2017) which seeks detailed comments on either delaying implementation of the Pay Ratio Rule, or "reconsider[ing] the implmentation of the rule based on any comments submitted.  

35% of Directors Say Someone on their Board Should Be Replaced
Over one third of respondents to PwC's 2016  Annual Corporate Directors Survey think that at least one member of their Board should be replaced.  Among the top reasons given:  Unprepared for meetings (25%), lacks the right expertise (17%) and againg (12%).   View the Top 10 FIndings from the survey, or  download the report.
 
 
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Publisher: Robert H. Rock
Editor & Publishing Director: David Shaw

Executive Editor: Eve Tahmincioglu
Advertising Director: Scott Chase
Conference and Education Director:  Peter Begalla
Associate Editor: Rob Chakler
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