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Even Lawyers Are Telling Directors, It’s Time to Communicate
During a NACD Webinar, DC in the Boardroom: A Board Level Briefing on Proxy Access, the three attorney panelists—David Caplan a partner at Davis Polk & Wardell, John Gorman, partner at Luse Gorman and former Special Counsel, SEC Division of Corporation Finance and Annette L. Nazareth, also a partner at Davis, Polk & Wardell and [...]
Directors, Do You have a Shareholder Engagement Program?
With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, power has shifted to shareholders. The 2011 proxy season is a game-changer as the rules require boards to seek shareholder support for compensation programs and even directorship candidates.
Directors, do you have a shareholder engagement program? Have you reviewed and assessed the board capacity for [...]
Directors Face a Changed World
As Ira Millstein told directors on a recent NACD/Weil webinar on the Dodd-Frank Act, they must align with the owners of the company, the shareholders. He advised directors “not to make believe” or “live in a dream world” because governance power has already shifted to shareholders and it’s not going to be the way it [...]
Opportunity for the H-P Board
After ousting HP CEO Mark Hurd for his indiscretion with a marketing contractor, falsifying expenses to conceal his relationship, and thereby failing to live up to the HP code of conduct, the Hewlett-Packard board has a chance to demonstrate to shareholders and the public that they intend to revive and enforce “tone at the top” [...]
Dodd-Frank Reflects ‘New Normal’–”Boards Are the Problem”
“We’re seeing a sea-change in the environment of shareholder empowerment,” said Holly Gregory, Weil Gotshal partner and governance expert. “The Dodd-Frank bill accelerates a fundamental change, a new normal in the balance of governance power. “ She went on to note that the eighth anniversary of Sarbanes Oxley, enacted during the aftermath of WorldCom and [...]
Does “Corporate Democracy” Mean Dysfunction?
With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, board service organizations are conducting Webinars to help directors understand the changes. The director moderating a recent session noted that it was difficult for shareholders to nominate their own directors, but said it was unclear to him why it was a problem [...]
What Directors Can Learn from BP Crisis
In his article in today’s AgendaWeek, Stuart Levine makes a compelling case for directors to pay more attention to strategic communication and their understanding of reputational risk with the BP crisis as an example.
“Enterprise risk management is not limited to crisis situations. Establishing governance best practices to anticipate threats is a critical part of the [...]
Memo to Crisis Managers–Forget Control; Think Engagement
The drama unfolding in the Gulf should send a strong message that the old playbook is inadequate for the social 24/7 always-on media.
What’s still important: having a crisis plan. It can be as simple as a flow chart: How will you marshal your resources? Do you have a crisis webpage ready to go live when [...]
What BP’s Tony Hayward Needs to Do to Get It Right
As BP’s Tony Hayward has learned, a crisis is a terrible thing to manage.
Even with the containment cap placed over the ruptured oil well a mile deep in the gulf, the live camera feed of the spewing oil creates a disturbing visual representing the ineptitude of BP and Tony Hayward himself. Earnest Hayward, promising to [...]
Leadership Lessons from General David Petraeus
While addressing a crowd of 1,500 at the Council of Global Affairs Tuesday night at the Fairmont Hotel in Chicago, General David Petraeus, U.S. Central Command Commander, translated his leadership lessons in battle for the boardroom and management.
Corporate leaders need to be strategic. “They need to get the big ideas right.” For Petraeus, the big [...]
