Innovative Ideas

_ _ __HAVE YOU GOT THE RIGHT ROLE MODELS TO LEAD A 'HUNKER DOWN'?

	ABOUT CORPGOV.NET Since 1995 Corpgov.Net has provided news, links, and a small reference library to Internet users. The site serves as a discussion forum and NETwork for numerous stakeholders who are leading authorities in explaining movements and motives in the field of corporate governance.
	INVESTORS BUSINESS DAILY ON HIRING THE BEST
	MIT SLOAN MANAGEMENT REVIEW ON A CONTINGENCY BASED FRAMEWORK FOR BOARDS SEEKING TO BE ROLE MODELS FOR CONTINUOUS QUALITY IMPROVEMENT:
	WALL STREET JOURNAL ON WHY EMPOYERS SEE VALUE IN HELPING THOSE LAID OFF.
	Purdue University/Baruch College Study on the Correlation Between Adding Three or More Outside Directors and Return on Assets.
	OF COUNSEL MAGAZINE ON NEW ROLES FOR GENERAL COUNSELS AT BOARD OF DIRECTOR MEETINGS.
	MIT SLOAN MANAGEMENT REVIEW ON A FRAMEWORK TO EXAMINE BOARD SELF EVALUATION OPTIONS.
	A FRAMEWORK FOR SELECTING A BOARD OF DIRECTOR PROBLEM SOLVING PORTFOLIO TO MATCH A COMPANY’S STRATEGY/RISK POSITION.
	Advise for Boards for Dealing With Outrageous CEO Employment Contract Proposals.
	THE ECONOMIST MAGAZINE FIVE YEAR REPORT CARD ON SARBANES OXLEY.
	WALL STREET JOURNAL: new breed of CEOs are less powerful, less arrogant, on a shorter leash, more transparent, pro-environment, and very, very well paid.
	A Guide for Board Structure/Board Talent for Early Stage Companies http://www.boston-enet.org/pdfs/March06Mtg/Stybel.pdf
	A RESOURCE FOR NONPROFIT BOARD MEMBERS We knew Alan Procter when he was Chief Financial Officer at Harvard University.  He also was Executive Director of the New York City Financial Control Board when the City of New York was in technical bankruptcy. Alan knows a couple of things about visible nonprofits! Attached is his website.  It is full of great resources for Directors of nonprofits. http://www.proctorconsulting.org/
	EUROPEAN ECONOMIC UNION GOVERNANCE PERSPECTIVE.  Check out the articles in European Corporate Governance Institute.
	WHAT'S A LEADERSHIP MANDATE AND HOW CAN YOU DEFINE IT?
	HARVARD BUSINESS REVIEW ON HOW COMPENSATION COMMITTEES MAKE THINGS WORSE
	In Japan, greater governance activism on the part of investment funds.
	WHAT FINANCIAL STATEMENTS CAN NEVER TELL A DIRECTOR.  Allen Procter is former Chief Financial Officer for Harvard University.  His perspectives on governance for nonprofits also have lessons for those in the for profit world.  Allen is author of a column on governance for Biz Journals and this piece comes from one of his columns. http://columbus.bizjournals.com/columbus/stories/2005/11/14/editorial3.html?t=printable
	Even Innocent Directors and Officers May See D&O Policies Rescinded
	Moody's Investor Services Shows Link Between Excessive CEO Pay and Bond Defaults.
	ONCE AGAIN: WHY DO WE NEED BOARDS?
	ONE MORE TIME.  WHAT IS THE VALUE PROPOSITION FOR A STRONG BOARD DOMINATED BY OUTSIDERS?
	CEO'S TO BOARDS: DON'T YOU TRUST US???!!!
	Link to Corpgov.net
	HEADLINE:  NEW YORK TIMES ON THE NEW VULNERABILITY OF COMPENSATION COMMITTEE MEMBERS OF BOARDS.
	DELEWARE LAW DOES NOT PROVIDE PRIVILEGE FOR DATA COLLECTED IN BOARD OF DIRECTOR SELF EVALUATION.
	STRUCTURING BOARDS OF ADVISORS FOR SUCCESS
	GOVERNANCE NEED TO HAVES VERSUS WANT TO HAVES: the example of Board Self Evaluation
	STAGGERED ELECTION OF BOARD MEMBERS: the P&G case
	How Many "Stars" Does This Board Really Need?
	FEDERAL RESERVE BOARD ON HOW PRACTICES SUCH AS BOARD OF DIRECTORS SELF EVALUATION ENHANCES SHAREHOLDER VALUE.
	BOARD OF DIRECTOR SELF EVALUATION: balancing honesty and risk management.
	DOES BOARD SELF EVALUATION MAKE SENSE FOR BANKS?
	RELATION BETWEEN SHAREHOLDER VALUE AND GOOD GOVERNANCE
	JOINING A BOARD?  LOOK BEFORE YOU LEAP
	WHAT MUST BE DONE TO GET MUTUAL FUND BOARDS ACCOUNTABLE TO FUND INVESTORS?
	COURT APPOINTED EXAMINER/FORMER U.S. ATTORNEY GENERAL ON WHAT HAPPENED AT WORLDCOM AND WHAT CAN WE LEARN FROM IT.
	SKADDEN ARPS ON NASDAQ PROPOSALS FOR CORPORATE GOVERNANCE.
	THE GLOBAL OUTSOURCING OF TECHNICAL AND PROFESSIONAL JOBS AND ITS IMPACT ON THE LONG TERM OUTLOOK FOR THE U.S. ECONOMY.
	SOFTWARE MAGAZINE ON HOW TO IDENTIFY SHENANIGAN PRONE COMPANIES
	SEC ON ELECTION OF BOARD MEMBERS
	MANAGING CRITICAL MEDICAL PROFESSIONALS
	THE BOSTON GLOBE ON HOW TO REDUCE THE RISKS OF CRITICAL LEADER MIS-HIRE
	THE BOSTON BUSINESS JOURNAL:  IMPACT OF PUBLIC COMPANY GOVERNANCE CHANGES ON PRIVATE COMPANY BOARD STRUCTURE.
	IS THERE A CORRELATION BETWEEN CORPORATE PERFORMANCE AND THE USE OF OUTSIDE BOARD MEMBERS?
	BINGHAM MCCUTCHEN ON SARBANNES OXLEY
	CONFERENCE BOARD REPORT ON BOARD GOVERNANCE
	THE NEW YORK TIMES REVIEW OF CONFLICTS OF INTERESTS WITHIN THE COMPENSATION COMMITTEES OF THE BOARDS OF 2,000 LARGE AMERICAN PUBLIC COMPANIES
	FINANCIAL TIMES ON THE FIRST NON-EXECUTIVE DIRECTOR TO FACE CRIMINAL PROSECUTION CHARGES.
	HARVARD BUSINESS SCHOOL PROFESSOR RAKESH KHURANA ON WHY BOARDS SUB-OPTIMIZE CEO SEARCHES.
	FRAMED TO FAIL: HOW BOARDS MIS-STRUCTURE NEW CEO ASSIGNMENTS AND WHAT CAN BE DONE ABOUT IT.
	CONFERENCE BOARD RECOMMENDATIONS ON BOARD OF DIRECTOR COMPENSATION COMMITTEE CONDUCT
	NEW VANGUARD GOVERNANCE RULES A MODEL FOR THE MUTUAL FUND INDUSTRY AND INSTITUTIONAL MONEY OVERSIGHT?
	How to Tie Pay to Goals, Instead of the Stock Price
	HEADLINE:  WALL STRET JOURNAL ON THE BOARD OF DIRECTOR COMPENSATION BALANCING ACT.
	MANAGING ‘HUNKER DOWN’ OPERATIONS: a Board and Management Perspective
	As the Scandals Mount…What Is the Right Approach For Protecting My Private Directors and Officers?
	WorldCom Scandal Could Cause D&O Rates to Quadruple
	GOVERNANCE CONSIDERATIONS IN EMERGING COUNTRIES
	CEO and CFO Certification of Securities Filings  Under SEC Order 4-460: An FAQ for the Perplexed
	NYSE APPROVES NEW GOVERNANCE GUIDELINES
	HOW COMMON ARE ACCOUNTING "MISSTATEMENTS" AND WHAT ARE DIRECTOR LIABILITIES?
	HOW CAN BOARDS GET MORE 'SPINE:" AN "ECONOMIST" REVIEW
	JAY LORSCH OF THE HARVARD BUSINESS SCHOOL ON THE RELATIONSHIP BETWEEN AUDIT COMMITTEES, AUDIT FIRMS, AND MANAGEMENT
	WALL STREET JOURNAL ON THE NEW SHAREHOLDER ACTIVISM
	HOW TO MANAGE THE FIRST HUNDRED DAYS OF A NEW ASSIGNMENT: a guide for leaders and boards
	THE FINANCIAL TIMES ON THE CHANGING ROLE OF INDEPENDENT DIRECTORS: CAN THE JOB EVER BE DONE PROPERLY?
	INTERPUBLIC REACTS TO ENRON AND CHANGES ITS BOARD STRUCTURE
	GOVERNANCE LESSONS OF ENRON
	THE TOFFLERS ON THE NEXT CHANGES
	HARVARD B SCHOOL ON THE RELATIONSHIP BETWEEN SHAREHOLDERS RIGHTS AND CORPORATE PERFORMANCE
	WATSON-WYATT HAS DOCUMENTED THE RELATION BETWEEN HOW COMPANIES MANAGE TALENT AND SHAREHOLDER VALUE
	FINANCIAL TIMES AS A SEARCH TOOL
	CALIPERS' GOOD GOVERNANCE PRINCIPLES
	BOARD STAFFING PATTERNS OF MASSACHUSETTS' TOP HUNDRED FIRMS
	PAY PRACTICES FOR EXTERNAL BOARD MEMBERS
	WHAT’S NEXT FOR TECHNOLOGY, BUSINESS, SOCIETY, AND YOUR CAREER
	SIZE DOES MATTER: BUT NOT THE WAY YOU THINK
	ARTHUR LEVITT ON THE EFFECTIVENESS OF NEW GOVERNANCE STANDARDS
	FINANCIAL TIMES ON CEO 'FLAMEOUT'
	THE ECONOMIST ON THE DECLINING APPEAL OF BOARD POSITIONS
	THE ECONOMIST ON MANAGING COMPANIES DURING TOUGH TIMES
	WALL STREET JOURNAL SEES RISE IN INSTITUTIONAL INVESTOR ACTIVISM
	NEW YORK TIMES ON DIRECTOR COMPENSATION DURING UNCERTAIN TIMES
	Rationale for a Strong Board with Early Stage Companies
	Robert J. Samuelson on the impact of North American/Western European Population Changes on World Economy
	BOARDS HAVE LESS PATIENCE WITH CEOs, ACCORDING TO THE FINANCIAL TIMES
	A great resource for members of public Boards of Directors
	WHAT ARE THEDRIVERS THAT WILL SHAPE YOURWORLD IN 2015?
	Dean LeBaron on Corporate Governance
	Ed Merino and virtual-board.com focuses on best practices of Corporate Governance, including director evaluation
	Mutual Fund Managers Become Board-Level Change Agents
	NEW ROLES FOR CFOs
	BOARDOPTIONS.COM CAN HELP RAISE CAPITAL AND MANAGE IT
	THE CONFERENCE BOARD ON WHY COMPANIES HAVE DIFFICULTY RECRUITING DIRECTORS FROM OUTSIDE ITS BASE COUNTRY. For more information about retained search options relating to Board of Director recruitment overseas, contact Dr. Laurence J. Stybel of Board Options Inc.
	WALL STREET JOURNAL ON DESIRE OF BIG BOARD TO HAVE SEC BROADEN AUDIT-PANEL RULES
	DO YOU WORK WITH FAMILY BUSINESSES? Advising family businesses or working in them present unique issues not found in non-family operations.  We have found this newsletter an outstanding resource for those of us involved with such organizations:  FAMILY BUSINESS PROFESSIONAL  Price: $275 annually; $12 for back issues  Phone: To order by phone, call (800) 831-7799  Address: Harcourt Professional Publishing Subscription Fulfillment  6277 Sea Harbor Drive Orlando, FL 32887-4600  Web site: www.hbpp.com
	A WOMAN'S PLACE IS.....IN THE BOARDROOM
	CONTEMPLATING SERVING ON A BOARD'S AUDIT COMMITTEE?
	HOW TO GAIN COMMITMENT AND DE-COMMITMENT
	SEC URGES MORE OUTSIDE BOARD MEMBERS ON MUTUAL FUNDS Here is an Associated Press story that has positive implications for any investor who has money in mutual funds: What do YOU think about Levitt's ideas? Send responses to stybel@aol.com and we will post them.  RCharpent comment on "Outside & Independent Board Members"
	HOW MUCH INDEPENDENCE SHOULD BOARD MEMBERS HAVE? What are your reactions to the following NEWSWEEK piece about H.J. Heinz, Inc.?  Beyond the flamboyant Mr. O'Reilly, what do you think? One person who has thought about this issue is SEC Chairman Arthur Levitt. He has urged more use of true outside directors on mutual fund boards. He has even argued that Directors should retain their own legal counsel. How can the legal counsel employed by the company provide disinterested advise to the Board of Directors? By that same logic, should not Compensation Committees hire their own compensation consulting firm? Should the Audit Committee get an outside CPA opinion?
	AN 'OWNERS' MANUAL' FOR SHAREHOLDERS?  Warren Buffet provides an 'Owners' Manual' for shareholders of Berkshire Hathaway. We think he has hit all the major points. Should your company have an Owners' Manual?  Maryanne Peabody & Laurence J. Stybel BOARD OPTIONS INC. Boston, MA tel: 617-371-2990 www.boardoptions.com TO SEE BERKSHIRE HATHAWAY'S OWNERS' MANUAL, CLICK HERE: http://www.berkshirehathaway.com/owners.html.
	IS YOUR COMPANY TAKING ADVANTAGE OF THE BENEFITS OF EMPLOYER ASSOCIATIONS?
	A FRAMEWORK FOR EXCELLENCE IN BOARD GOVERNANCE
	"HOW TO SPOT DECEIT"
	JOB STRESS CAN BE A KILLER -- LITERALLY by David J. Bowman
	ARE YOU READY FOR RADICAL CHANGE? by David J. Bowman
	“CHAINSAW AL” DUNLAP OUSTED BY SUNBEAM BOARD: SIGN OF BOARDROOM FAILURE -- OR SUCCESS?
	"JUST TALK WITH MY AGENT"
	EMPLOYMENT CONTRACTS: DEFERRED COMPENSATION
	COMPENSATION OF THE NON-CEO BOARD OF DIRECTOR
	OUTSIDER BOARD OF DIRECTOR COMPENSATION
	CALIFORNIA BOARD SURPRISE PART OF A TREND, SAYS BOARDROOM AUTHOR -- Our friend Ralph Ward sent this notice. What implications might it have for your companies?  We will publish your responses to this notice, if you give us permission.  Maryanne Peabody & Larry Stybel BOARD OPTIONS INC. Boston, MA e mail: stybel@aol.com
	TRENDS FOR WOMEN ON BOARDS
	IF MOZART WAS GIVING FREE PIANO LESSONS, WOULD YOU SIGN UP? Warren Buffett is to investments what Mozart is to music. The record speaks for itself. For 29 of the the 31 years between 1965 and 1996, Buffett's Berkshire Hathaway Corporation outpaced the S&P 500 Index. For those 31 years, corporate annual growth has averaged 33.4%. If your long term investments are doing better, we want to talk with you! Reading a Berkshire Hathaway annual report is one of life's pleasures. Buffett writes his own management letters. And he is an outstanding teacher. He shows how the the complex can actually be simple and humorous if looked at with the proper perspective. For example, in the 1996 Annual Report, he teaches us about looking at the relationship between Intrinsic Value to Market Price. Do you want an example of powerful but elegant criteria for acquisition? Take a look at Berkshire Hathaway's six standards. Warren Buffett's reports are available for you to chuckle over and to learn from.
	ECONOMIC SECURITY: A FRAMEWORK FOR AN EXECUTIVE SEVERANCE PACKAGE

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