Posts Tagged ‘Board of Directors’

Boards’ New Mantra: Communicate

by John Hammond 

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Expert Perspective by Grahall’s OmniMedia Editorial Board

Joann Lublin wrote a very interesting article for the Wall Street Journal recently, titled Season of Shareholder Angst: U.S. businesses are bracing for a noisy proxy-voting season this year, although we think the anxiety may be felt more fiercely by board members than by shareholders.  In her article, Ms. Lublin covers a variety of topics weighing heavily on the minds of boards and shareholders alike, including say on pay, political contributions, succession planning, board elections and environmental concerns. 

Say on pay has been in the headlines for years. It was a campaign issue in the 2008 presidential elections and we have been discussing this subject in our blogs for that long as well.  The Dodd Frank Act mandated that all public filers hold “say on pay” votes in 2011, so this proxy season has companies scrambling to make recommendations to shareholders on the frequency of these votes. 
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Filed under: Expert Perspective - Organization Development, Expert Perspective - Rewards



Great Corporate Governance Starts with Capable Directors

by Garry Rogers 

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Expert Perspective from Grahall’s OmniMedia Editorial Board

Joanne Lublin’s article in the Wall Street Journal, Using a Board Seat as a Stepping Stone, quotes Susan Stautberg, co-founder of OnBoard Bootcamp as saying potential director candidates should “…downplay their usual aggressiveness during board interviews because a director must be a good listener…Boards value teamwork, diplomacy and collaboration as well.”

In our experience, the best directors are more like supreme court judges – good questioners first; good listeners second.  Unfortunately, some Boards seem to be the embodiment of the proverbial “Three Wise Monkeys,” unwilling to recognize anything damaging or detrimental in the decisions and actions of management. 
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Filed under: Expert Perspective - Organization Development



Putting a Price on Corporate Governance: Does Your Board Add To Your Value Chain?

by Garry Rogers 

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Expert Perspective from Grahall’s OmniMedia Editorial Board

We noticed that the Forum for Corporate Directors recently hosted the “7th Annual Directors’ Institute to Prepare Directors for Change in the Boardroom by Addressing the Consequences of New Governance Policies”.  According to the press release, the 2 day conference was to focus on “the most timely and critical issues facing today’s boards of directors.”   Quite frankly we were pleased to see that one of the panel topics was “Do You Really Have the Right Board?”  We think that if boards truly asked themselves this question, the answer for many companies going through change would be a resounding “NO”. 
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Filed under: Expert Perspective - Organization Development



On the Brink: Boards’ Responsibilities and Roles

by Michael Dennis Graham 

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Expert Perspective by Grahall’s OmniMedia Editorial Board

For companies facing bankruptcy, there is usually plenty of blame to go around and plenty of individuals on whom it should be smeared.  The Tribune Company, however, seems to have more than its share of reprehensible characters in its executive ranks, coupled with a Board of Directors that seems unwilling or unable to make swift decisions that would benefit the company. 
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Filed under: Expert Perspective - Organization Development



Treading a thin line: Does HR have a role in setting executive pay?

by Michael Dennis Graham 

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Expert Perspective from Grahall’s OmniMedia Editorial Board

Mark McGraw’s article Comp, Consultants and Conflicts of Interest in HRE Online quotes Charles Tharp, executive vice president for policy with the Center on Executive Compensation at the HR Policy Association in Washington, saying about executive compensation strategy: “… HR should play a significant role in supplying leaders with the information they need to make an informed decision… the HR leader can help the committee in assessing and [aligning] the compensation recommendations of the consultant with the business strategy and talent strategy of the company.”

The article closes with this quote form Tharp: “…there tends to be an effective partnership between the HR leader, the independent consultant and the compensation committee in determining the appropriate executive compensation program for the company.”

The fundamental question is how should HR participate in the process of setting executive pay?
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Companies differ, why not the roles of Boards?

by Michael Dennis Graham 

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Expert Perspective by Grahall’s OmniMedia Editorial Board

In a long article published in Board Member on February 09, 2010 (Hang On- Say on Pay Heads Your Way) author John Greenwald says: “Rules flowing from the Securities and Exchange Commission and included in the enormous financial-reform bills before Congress could subject your board to the most intense scrutiny yet on everything from executive pay to risk management to shareholder rights…  For shareholder activists, Washington’s gusto to regulate is long overdue.”  However, Greenwald says that some business organizations feel these regulations are overreaching and are “a misguided mission to stamp one-size-fits-all mandates on every boardroom.”  Greenwald quotes Harvard Business School professor Jay Lorsch as saying:  “Trying to legislate what a board should look like and all that stuff is about as sensible as saying that every company in America should have the same management structure.”

We agree with Professor Lorsch based both on our research and our years working with companies of all sizes and in all states of development. Boards need a lot of flexibility to design themselves around the needs of the company, and we agree that it is impossible and may even be detrimental to legislate a configuration.
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Corporate leaders at risk as feds take over

by News Monitor 

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Published in Chron January 8, 2010 by Fred G. Steingraber and Karen Kane

An endangered species is a population of an organism which is at risk of becoming extinct because it is either few in numbers, or threatened by changing environmental or predation parameters. — Wikipedia.  Over the last decade, the center of gravity for corporate authority and oversight has shifted from the CEO to the board of directors, to shareholders and now increasingly to the federal government.

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Filed under: Newsfeeds



Bah, humbug

by Edie Kingston 

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Expert Perspective by Grahall OmniMedia Editorial Board

expert perspective telescopeIn the December 14, 2009 Wall Street Journal article “HR Executives Suddenly Get Hot“ author Joann S. Lublin says: “Once considered denizens of a corporate backwater, more human-resources executives are being tapped to serve as outside directors because many have become strategic players with bottom-line impact. U.S. companies wooing them seek their insight on hot-button issues such as executive pay, management succession and integrating acquisitions. “

In our response to this article we thought we might channel some Charles Dickens and his classic story A Christmas Carol. Let’s start with some Ebenezer Scrooge-like skepticism.
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Boards Face Expanded Responsibilities

by News Monitor 

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Published in The Wall Street Journal September 21, 2009 by Joann S. Lublin

The Federal Reserve’s new push to regulate pay at U.S. banks will make things more difficult for boards and their compensation committees, already under fire for controversial pay practices.

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Filed under: Newsfeeds



CEO Pay: Is It Still Out of Sync?

by News Monitor 

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Published in Business Week August 26, 2009by Nanette Byrnes and Jena McGregor

Even in the midst of painful downsizings, many boards are handsomely rewarding bosses

It has been a tough year for the American worker, with unemployment hovering near 10% and cuts in pay or benefits for many of those who still have their jobs.

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Filed under: Newsfeeds