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. That’s 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
We’ve always had a soft spot for challenges to conventional wisdom—and 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, we’re struck by how much change occurs because of lonely, almost solitary challenges to the established order […]
Analyzing ‘Corporate Risk Oversight Principles’
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.” Since then, legions of […]
Will New Director Disclosure Process Satisfy Investors?
Compliance Week doesn’t run theatre reviews. But while we’re here, we suggest readers might want to take in a performance of “Enron, The Play,” now playing a star turn in London’s 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. You’re just in time for the move from Sarbanes-Oxley to shareowners. In a moment, we’ll provide a forecast about what lies ahead for executives, boards, and investors this decade. But first, let’s wallow in hindsight to see how the 2000s—what Time magazine calls the “Decade from Hell”—shaped 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 it’s time risk management stopped being two-dimensional. Let’s add a third dimension to risk measurement. And, while we’re doing that, it’s 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
It’s 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. There’s 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 […]
What’s 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 what’s 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,” an innocuous e-mail announced to us last month. What? Could one of America’s 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. That’s the feeling many readers may be getting these days as they watch the federal government seize control of commanding heights of the capital market. You’re not alone. We’re 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 […]


