Directors, This Is Your Defining Moment

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In the opening address for corporate governance conference for the National Association of Corporate Directors Sunday, William George, the former Chairman and CEO of Medtronic and director of ExxonMobil and Goldman Sachs urged his fellow directors to seize the moment and take the necessary steps to speak and act on behalf of good governance.

Adapting his remarks from his new book “7 Lessons for Leading in Crisis,” George told directors that boards are in crisis, having lost the trust of shareholders and the public.  Continue reading →

Corporate Boards Can Learn from Private Equity Boards

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In a presentation at the International Association of Interim Executives at the Four Seasons today, Prism Capital partner Stephen Vivian spoke about the unique nature of private equity boards. “The independent directors of private equity boards are much more immersed in active engagement with management, coaching them, mentoring them as they focus relentlessly on business strategy. ”

Often characterized as “player-coaches,” these independent directors play an important role in taking the company to the next level. Continue reading →

Protect Your Reputation, Directors

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Being a director is an honor and a responsibility.  An honor because it recognizes the individual’s  business accomplishment and the value he or she can bring to an organization in providing oversight.  Directors also take on a heavy responsibility to use their  judgment to serve the interests of shareholders.

“When you join a board, you put your reputation on the line,” said Craig J. Duchossois, CEO of the Duchossois Group, a privately held company. “Do your due diligence on the company.  Does the company share your values? Talk to management, other board members, employees, customers and the community.” He made his remarks in a panel on Private Company Boards at a Chicago NACD meeting. Continue reading →

Ed Liddy’s Advice for Directors

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Welcomed warmly by fellow directors and friends at the opening NACD Chicago Chapter meeting on September 18th, Ed Liddy gave board members  the benefit of his eleven-month stint as chairman and CEO of AIG, his one dollar a year job that was called both hopeless and thankless by critics and supporters alike.

He had six suggestions. Continue reading →

How Will Directors Respond to SEC’s Broker-Vote Rule?

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The SEC’s July 1 decision to eliminate broker discretionary voting in directors’ elections could have significant consequences when it takes effect in the 2010 proxy season.  In a press release last week, the Conference Board suggested board members analyze the company’s current vulnerabilities with regard to activist investors and to “regularly communicate in compliance with Regulation FD and insider trading rules with the 10 largest institutional shareholders to inform them of the business strategy, including new efforts for improving shareholder value.” Continue reading →

How Will Directors Respond to SEC's Broker-Vote Rule?

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The SEC’s July 1 decision to eliminate broker discretionary voting in directors’ elections could have significant consequences when it takes effect in the 2010 proxy season.  In a press release last week, the Conference Board suggested board members analyze the company’s current vulnerabilities with regard to activist investors and to “regularly communicate in compliance with Regulation FD and insider trading rules with the 10 largest institutional shareholders to inform them of the business strategy, including new efforts for improving shareholder value.” Continue reading →

The Business Case for Good Governance

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In the wake of the economic collapse and the devastating impact of risky behavior by management in companies  like Citigroup and Countrywide, corporate boards are paying more attention to their responsibility for oversight.  While most of the problems developed in the financial sector, boards in other sectors are naturally concerned especially as they watch mounting legislation in Washington. Continue reading →