Boards and Committees

Boards Increasingly Look to CFOs for a Reality Check

November 30, 2010

Boards increasingly lean on CFOs to provide more information about what could go wrong within the organization. The changing nature of the board-CFO relationship, in turn, is shifting the focus of the finance department overall. "If all you're doing is telling the board what is going right, you've only done half your job," says Ken Goldman, CFO of Black Duck Software.
 

Podcast: Monitoring, Advisory Duties of the Board

November 19, 2010

We talk with Rani Hoitash, business professor at Bentley University, about how boards can strike the proper balance between monitoring governance and providing strategic advice.
 

Podcast: Women Directors and Governance

October 15, 2010

We chat with Bonnie Gwin, a partner at recruiting firm Heidrick & Struggles, about the path women take into the corporate boardroom and their governance concerns once they get there.
 

Boards Turn to Self Evaluations to Regain Trust

September 21, 2010

The performance evaluation may be a standard tool in most areas of corporate life—but in the boardroom, collars are still a little stiff to the idea of turning a spotlight on the annual performance of individual directors.
 

Unsettling Questions on BP, Boards, Risk Management

September 14, 2010

With the Deepwater Horizon oil well finally capped, BP has largely dropped off the nation’s front pages and dwindled to an afterthought on cable TV gabfests. But just as it may take years to restore the waters and shores of the Gulf of Mexico, governance consequences flowing from BP’s 2010 travails are certain to be long-lasting—and may well spatter public companies across the United States. Here is sample of the BP buzz among market players, and how the fallout may affect your corporate board, your investors, and your regulators.
 

SEC Adoption of Proxy Access Draws Mixed Reactions

August 31, 2010

Making the fourth time a charm, the Securities and Exchange Commission finally adopted a rule to give shareholders access to include a limited number of nominees to the board of directors in a company’s proxy materials.
 

How Governance, Investor Relations Will Combine in 2011

August 17, 2010

As public companies prepare for the 2011 proxy season, investor relations officers and other senior executives will need to re-invent themselves. All will confront a greatly enhanced world of shareholder communications stemming from the Dodd-Frank Act, the SEC’s new proxy disclosure rules, and its proposed “proxy plumbing” reform bound to streak across the stage in 2011.
 

Podcast: Activism in the Boardroom

August 13, 2010

This week we talk with Lucy Marcus, CEO of Marcus Venture Partners, about activist shareholders and board directors and how companies can better work with them.
 

How to Improve Governance at Small Companies

August 10, 2010

Nell Minow, the editor and co-founder of The Corporate Library, has a way with words. Corporate directors, she once said, “are like sub-atomic particles. They act differently when they are being observed.”
 

Audit Committee Checklist: D&O Coverage

July 27, 2010

Audit committees have many concerns to worry about, yes, but one very prosaic matter trumps all the others: that the directors themselves have enough insurance to insulate them from lawsuits.
 

Audit Committee Checklist: Compliance Programs

July 27, 2010

In recent years, audit committee members have seen the scope of their responsibilities expand in all directions—but none so much as in their oversight of ethics and compliance.
 

The Risk of Losing the Retail Investor

July 20, 2010

Imagine you’re an individual investor with shares in Diebold, the maker of ATMs and security systems. You’ve just sat down at the company’s annual shareholders meeting on June 2. Back stage, just minutes before taking the podium, CEO Thomas Swidarski learned the company’s share price has dropped 30 percent—in six seconds! You turn off your Blackberry so you’re no longer connected to the outside world.
 

Audit Committee Checklist: Good Disclosure

July 20, 2010

Confession is good for the soul, and likewise, disclosure is good for the audit committee. And unfortunately, knowing exactly what to say can be difficult for both.
 

Audit Committee Checklist: Anti-Trust Reviews

July 20, 2010

Anti-trust concerns are suddenly back in vogue for federal regulators, and by extension for board directors as well.
 

Audit Committee Checklist: FCPA Compliance

July 13, 2010

Audit committees have many concerns on their plates these days. But none, it seems, are as vexing and consequential as the Foreign Corrupt Practices Act.
 

Breaking Down the Risk-Assessment Process

June 15, 2010

The Compliance Week 2010 conference provided a series of “conversations” on risk assessment that revealed how far along leading companies have come in implementing that process, and gave some valuable insight into how executives can improve the information that boards of directors need to exercise their risk-management role.
 

Risk and Audit Information Directors Want to Hear

June 08, 2010

Board directors can be a demanding lot. For the compliance officers trying to report the right information to them about risks, compliance, and other elusive data, working with directors can be that much harder.
 

Podcast: Disclosure of Boardroom Diversity

May 28, 2010

This week, we chat with Jessica Lochmann of the law firm Foley & Lardner about the SEC’s new rules on disclosure of boardroom diversity and what a company considers when it recruits director candidates.
 

Seeking Governance Inspiration—From Sweden?

May 11, 2010

You may not have noticed, but lots of investor eyes are turning these days to a Swedish model—and no, we don’t mean a blonde strutting the catwalk. Instead, the model they like is the Swedish way of nominating board members at public companies.
 

Podcast: Board Reforms in Dodd Bill

March 23, 2010

Compliance Week editor Matt Kelly talks with Ken Daly, CEO of the National Association of Corporate Directors, about proposed corporate governance reforms in Washington.
 

Analyzing ‘Corporate Risk Oversight Principles’

March 09, 2010

It’s way too early for nostalgia about the financial crisis. But one of the most telling anecdotes coming out of this period was from John Thain, remarking to the Wall Street Journal on his time as CEO of Merrill Lynch. “Merrill had a risk committee,” he asserted. “It just didn’t function.”
 

Providing Directors the Risk Information They Need

February 17, 2010

My column last month outlined the kind of information boards of directors need to execute their responsibilities, viewed from the director’s perspective. This month I want to continue that discussion, but looking at the opposite side of the coin: what information chief executives, chief compliance officers, chief risk officers, and other top executives should be providing to help directors in their oversight activities.
 

Making 2010 a New Start for Shareholders

January 20, 2010

The past decade wasn’t kind to America’s investors. So why not turn the table and make the 2010s the “decade for the shareholder”?
 

Podcast: Splitting CEO & Chairman Roles

December 25, 2009

Compliance Week editor Matt Kelly talks with Aiyesha Dey, an accounting professor at the University of Chicago, about new research casting doubt on the wisdom of splitting the chairman and CEO roles.
 

Recapping 2009 Investor Trends; Previewing 2010

December 15, 2009

Corporations saw significant change in 2009 in how they communicate with shareholders, thanks to a confluence of emerging trends: changes in how the markets work, regulations affecting corporate disclosure and the proxy process, and an upsurge in investor activism. Companies need to take stock of what’s happened and reconsider their communications strategies going in 2010 and beyond.
 

What’s Coming in Governance in 2010

December 15, 2009

Adhering to a year-end tradition, once again I offer a wish list of governance enhancements I’d like to see in the coming year. So, with fireplace aglow and coffee-mug close by, here’s what we can hope for in 2010.
 

When the Chief Audit Executive Serves Two Masters

Lione Susan December 08, 2009

I saw that the Institute of Internal Auditors recently recommended that a company’s chief audit executive report functionally to the board of directors and administratively to the CEO. The IIA also says the board should approve the audit executive’s performance evaluation, pay, and bonus. I have two questions about all this.
 

Preparing for the Big Headache of Spring 2010

November 17, 2009

What lies ahead for the 2010 proxy season and annual meeting, and why should you care? Simply stated, public companies will face the greatest challenges that most have experienced in recent memory.
 

Advocating New Best Practices for Governance

November 10, 2009

Corporate boards and institutional investors are bracing for a tide of corporate governance changes after the financial crisis. We (and others) have written reams about majority voting, the end of broker-dealer voting in director elections, say-on-pay, and shareholder proxy access. How you feel about those issues largely depends on what hat you wear in the vast corporate governance realm.
 

Board Role in Succession Planning

November 10, 2009

Once upon a time, choosing a successor to the CEO wasn’t much of a responsibility for the board of directors. Today it’s one of the most important tasks the board has—and one the board should protect carefully, before shareholder activists hijack the process.
 

Compliance Week Podcasts ...

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Deloitte is conducting their annual Look Before You Leap: Managing Risks in Global Investments survey to better understand the approaches companies are taking to address compliance and integrity-related risks in emerging markets. 


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