With the smoke still swirling on the Dodd-Frank regulatory reform bill, Compliance Week readers are doubtless turning attention to how governance provisions in the bill (or possibly the law, by the time you read this) will affect corporations and investors. Thatโs as it should be; the legislation promises to hand shareowners more say in director […]
Stephen Davis and Jon Lukomnik
Giving Institutional Shareholders Food for Thought
Weโve always had a soft spot for challenges to conventional wisdomโand as financial reform legislation looms, there is no better time for a bout of it. Looking back on more than a quarter century of corporate governance history, weโre struck by how much change occurs because of lonely, almost solitary challenges to the established order […]
Analyzing โCorporate Risk Oversight Principlesโ
Itโs 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. โMerrill had a risk committee,โ he asserted. โIt just didnโt function.โ Since then, legions of […]
Will New Director Disclosure Process Satisfy Investors?
Compliance Week doesnโt run theatre reviews. But while weโre here, we suggest readers might want to take in a performance of โEnron, The Play,โ now playing a star turn in Londonโs West End to overflow audiences. We both recently attended, and were struck by how much this fictionalized British retelling of a 10-year-old American scandal […]
SOX Out; Shareowners Get Their Chance in 2010
Welcome to the 2010s. Youโre just in time for the move from Sarbanes-Oxley to shareowners. In a moment, weโll provide a forecast about what lies ahead for executives, boards, and investors this decade. But first, letโs wallow in hindsight to see how the 2000sโwhat Time magazine calls the โDecade from Hellโโshaped up for those responsible […]
Risk Velocity, the Unknown Dimension in ERM
Risk is a full-bodied presence in the boardroom and the C-suite, so itโs time risk management stopped being two-dimensional. Letโs add a third dimension to risk measurement. And, while weโre doing that, itโs time to stop confusing risk measurement and risk anticipation with risk management. For years, the twin pillars of risk management were probability […]
Investors Need to Hone Ownership Abilities
Itโs all about power. And, as Compliance Week readers know, power is about to shift noticeably away from corporate boards and management toward shareowners, particularly institutional investors. Thereโs only one problem: Remarkably few of those institutions are equipped today to exercise power effectively. Our belief, and that of numerous policy makers, is that empowering owners […]
Whatโs Coming Round for Boards of Directors
What should we call the looming changes in how directors are elected and overseen at public companies? A seachange? A paradigm shift? A whole new ballgame? Any of the three convey a rudimentary sense of whatโs coming, but those phrases are overused and hackneyed. Worse, none capture the truly profound dislocation of what used to […]
Tweet, Tweet: A Guide to Virtual Governance
Directorship is now following you on Twitter,โ an innocuous e-mail announced to us last month. What? Could one of Americaโs board publications be taken with tweets? The answer, which is yes, exposes a broader truth. If there is one thing the financial crisis has spawned, it is a virtual wave of fresh channels of information […]
Reg Vertigo: Slew of New Rules Stuns Corp. America
Vertigo. Thatโs the feeling many readers may be getting these days as they watch the federal government seize control of commanding heights of the capital market. Youโre not alone. Weโre also dizzy as we watch Main Street sentiment zoom from complacency to finger pointing in mere months. The trick everyone will have to master is […]


