Know the Roles

A prominent corporate directors group, the Chairmen’s Forum, has recommended splitting the Chairman and CEO functions. There is a slow moving trend to do just that. As the complexity of tasks given to the board increases, having a separate non-executive… Read more

Does the U.S. Nuclear Regulatory Commission need a mediator to get along?

Reuters reports, “After a grueling week in which their internal dissension was aired on television, the five members of the U.S. Nuclear Regulatory Commission face an even bigger hurdle – figuring out how to work together.”  Reuters spoke with us… Read more

Tone at the Top

The disturbing events surrounding Penn State have given the American public a lot to think about. Many questions are being raised, and we won’t have all the answers for some time. Among the many swirling issues is the board’s role… Read more

Tips for Transitioning to an Independent Chair

A new, independent Chair means changes – for the company and its management, for the board, and for the Corporate Secretary. While an independent board Chair is not a new phenomenon, in the United States only a minority of companies… Read more

Masters and Rudnick co-author World Bank’s latest corporate governance toolkit: Resolving Corporate Governance Disputes

Jon Masters and Alan Rudnick are two of the principal authors of the World Bank Group Global Corporate Governance Forum’s toolkit on resolving corporate governance disputes. Of particular interest to visitors of this site may be the section on Preventing… Read more

Greed

Greed is not so good today.  Gordon Gekko’s time may be passing.  Gus Levy, Goldman’s chairman in the old days, may have had the right approach when he said, “Goldman is long-term greedy.”’ Today, what we are seeing and what… Read more

Looking at Risk

The great unanswered question about the downfall of the big banks is where was the board?  We talked the other day with the CEO of a financial-services related company.  His answer was that the boards of these institutions were present… Read more

See Below C-Level

Here are a couple of thoughts that audit committees and auditors might consider regarding risk.

First, it seems clear that at Bear Stearns (per the book House of Cards) that there were people below the C-suite who understood the extent of… Read more

Board Effectiveness

Just a cautionary note: Independence and industry experience are important and necessary attributes for directors, but they are not a foolproof protection against poor board performance. Witness the case of bank boards during the financial crisis, as reported in the… Read more

Make Your Vote Count

Activist shareholders, regulators, and other corporate aficionados are urging directors to meet with,  listen to, and get input from their company’s long-term shareholders.  The idea is that in this way boards will be more responsive to shareholder concerns and shareholders… Read more

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