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Article of the Week

Scott Meyer

It’s Now (Especially) All About People
Today’s directors would do well to learn from the honorable individuals who preceded them.
By Leo Hindery Jr.

It’s sad to say, but this is certainly not the golden age for corporate governance.

At a time of such economic peril, we desperately need diligent, thoughtful, and ethical hands on the tiller of corporate America. Yet, too many current directors of major corporations are either lackadaisical“yes”men (and women), or, more insidiously, they put themselves and their selfish economic interests first, ignoring blatant conflicts of interest and abandoning principals of honor and integrity.

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In the Current Issue:

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First Quarter 2012

 

Heroism in governance:
A special tribute to John Smale

General Motors board member John Smale personified the courageous director when he became nonexecutive chairman of the automaker, an act that staved off disaster for GM in the 1990s and led to an enduring advancement in how boards govern. Ira Millstein, Roger Kenny, Robert Mittelstaedt Jr., Ann McLaughlin Korologos and J. Willard Marriott Jr. offer reflections, and we dip into the archives (plus revisit the GM Governance Guidelines) for additional dimensions of this leader and his legacy.

Boardroom parity in the U.S. by 2012
By Janice Reals Ellig and Kathryn S. Wylde
For gender diversity, that is. It can happen (and without quotas). Plus, an excerpt from Women Leaders at Work by Elizabeth Ghaffari and I’d Rather Be in Charge by Charlotte Beers.


In This Month's e-Briefing: (Sign up for a free subscription)

What’s In a Title?
The roles of nonexecutive chairman and lead director are not the same.

By Jim Kristie

April was a hot month for a topic that still has a lot of hotness to it — separating the chairman and CEO positions.

Goldman Sachs wrestled to the ground one of its large institutional owners over splitting the top jobs. The firm reached a compromise to create a lead director role for the board. On April 12 the Group of 30 kerplunked a report on the market recommending that international banks split the roles of chairman and CEO. (Click here to download the full report.) And the separation is still very much on investors’ minds, including at General Electric, where 22% of votes cast at last month’s shareholder meeting were in favor of having a nonexecutive chairman.

This role separation has been a simmering issue for years here at Directors & Boards. We turned up the heat a couple of years ago when we joined with our close colleague and editorial advisory board member Charles Elson, who leads the Center for Corporate Governance at the University of Delaware, to run a blue-chip panel at the Center on the pros and cons of separating the roles. We titled the resulting editorial piece “The Great Divide,” and a copy can be downloaded here.

In the continuing debate over the role separation, there is a school of thought that the positions of nonexecutive chairman and lead director are fundamentally the same. Not quite.

Read more...

PLUS:

• Boardroom Parity in the U.S. by 2022

• What You Want in a Non-Executive Chair

• Latest Governance News and Links

• Harvey Kelly, Managing Director & Leader of the Corporate Investigations Practice, AlixPartners

View Past E-Briefings


Events of Interest to Directors

May 1-2, 2012
WomenCorporateDirectors (WCD) is holding its second Global Institute and Visionary Awards Dinner. This conference will consist of a two-day, high-powered idea forum exploring compelling issues on the minds of today's board directors and their companies. The invitation-only Global Institute will feature a number of director panel discussions. The dinner on May 1 will honor the winners of the 2012 WCD Visionary Awards: Publicis Groupe (for leadership and governance) and Intel (for innovation and shared value) as corporate honorees, with DuPont Chair of the Board and CEO Ellen Kullman and Desjardins Group Chair of the Board, President, and CEO Monique Leroux picking up individual honors. Muhtar Kent, chairman and CEO of Coca-Cola Co., will deliver the keynote address at the dinner. For more information, visit  here.

May 3, 2012
Baruch College's Robert Zicklin Center for Corporate Integrity will hold the 11th Annual Financial Reporting Conference. This day-long conference serves as a forum for interaction between business and accounting executives and policy setters from the Public Company Accounting Oversight Board, U.S. Securities and Exchange Commission and the Financial Accounting Standards Board. The luncheon keynote speaker will be PCAOB Chairman James Doty. For more information visit here.

See all events.


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