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Boardroom INSIDER
 
Boardroom
INSIDERsm
Article Index
Please check article reprints
you wish to receive, and then see ordering information at the bottom
of this page. Articles average 350 to 550 words, and the first in
each issue is that month's editorial.
October, 1997
BOARD
MAILINGS: BROWNING-FERRIS USES "BITE-SIZED" SERVINGS
TURBOCHARGING
YOUR AUDIT COMMITTEE
Q&A:
Easing out the "seat occupier."
BANK
OF AMERICA'S TOUGH BOARD EVALUATION PLAN
STRENGTHENING
THE BOARD'S INFO PIPELINE
ARE
TIME BOMBS IN YOUR BOARD MINUTES?
BOARD
WANNABES: THREE HOT TICKETS THAT STAND OUT
November 1997
THE
BOARD MEETING BEFORE
THE BOARD MEETING
HOW
ONE COMPANY MAKES THE "LEAD DIRECTOR" WORK
QUICK
TIP: FINDING GOOD DIRECTORS
BOARD
COMMITTEES: DIVIDE AND CONQUER
BOARDROOM
BITS: DON PERKINS
Q&A:
When you're the "lone voice" on the board
CORPORATE
COUNSEL AND THE BOARD: 3 TIPS
BOARD
WANNABES: YOUR TOUGHEST SALE
December 1997
ADMINISTERING
YOUR BOARD: HOW TO's
4
TRICKS FROM THE BUSIEST DIRECTOR
CALL
A HUDDLE FOR YOUR OUTSIDER DIRECTORS
BOARD
LEGAL COMPLIANCE OVERSIGHT: 5 TIPS
BOARD
WANNABES: 3 STEPS TO VISIBILITY
SETTING
INSIDER STOCK TRADING POLICY
Q&A:
Healing board factions
January 1998
4
HIDDEN GOVERNANCE LIABILITY TRAPS
THE
STARTUP BOARD
TRY
A 2-DAY BOARD MEETING
SETTING
(AND KEEPING) YOUR AGENDA - 5 TIPS
A
"MUST HAVE" FOR YOUR AUDIT COMMITTEE
4+
D&O INSURANCE MONEY SAVERS
Q&A:
When your CEO is the problem
February 1998
5
TIPS FOR GROWTH COMPANY BOARDS
GOVERNANCE
COMMITTEE "HOW-TO'S"
THE
FAMILY BUSINESS BOARD
CEO
JOB DESCRIPTIONS
AFTER
THE IPO: 6 QUESTIONS
Q&A:
Board meeting "surprises"
March 1998
YOUR
BOARD AND THE ANNUAL REPORT: 3 TIPS
CONSIDER
AN "ADVISORY BOARD"
BOARD
STRATEGY SETTING TOOLS
A
"CHANGE OF STATE" FOR YOUR BOARD?
FIVE
HINTS FOR PUTTING YOUR BOARD ONLINE
Q&A:
The CEO's legal "problem"
April 1998
PUTTING
YOUR BOARD RETREAT TO WORK
ONLINE
FIND: GREAT "BOARDROOM 101" TIPS
4
WAYS "RULES OF ORDER" WORK FOR YOU
10
STEPS TOWARD BOARD EVALUATION
MERGING
2 BOARDS: HOW WE DID IT
Q&A:
Are director chats "treasonous?"
May 1998
BREAKING
IN NEW DIRECTORS
A
BOARDROOM BOOST FOR WOMEN
3
TIPS FOR POWER BOARD RECRUITING
BOARD
LIABILITY: OVERSIGHT VS. "OVERSIGHT"
BOARDROOM
BITS: CHARLES ELSON
ONLINE
FIND: KEEPING TRACK OF YOUR OPTIONS
BOARD
WANNABES: A BOARD CAREER MOVE
Q&A:
The case of the missing directors.
June 1998
BOARDS
& MERGERS: 3 TIPS
FAMILY
BOARD TRANSITIONS
ONLINE
FIND: GREAT NONPROFIT BOARD STUFF
NEW
DIRECTOR "HAZING" AT MALLINCKRODT
4
DIRTY LITTLE BOARDROOM SECRETS
2
BOARD TRAINING FINDS
BOARD
SEATS: HOW MANY ARE TOO MANY?
Q&A:
CEO "evaluation shyness"
July 1998
TWO
CHEERS FOR CHAINSAW AL DUNLAP?
HOW
ONE NEW CEO TURNED A BOARD AROUND
4
SMART COMPENSATION COMMITTEE TIPS
MAKE
YOUR BOARD AN ALLIANCE "MATCHMAKER"
DON'T
FORCE YOUR NON-PROFIT TO ACT LIKE A FOR-PROFIT
BOARD
INVESTIGATIONS: 4 DANGERS
Q&A:
Board search "red flags"
August 1998
GM:
BOARDS AND STRIKES
JOHN
SCULLY: OUR BOARD'S CEO SEARCH
3
GREAT ONLINE FINDS FOR YOUR BOARD
6-POINT
CHECKLIST FOR GOVERNANCE GUIDELINES
4
TIPS FOR SMARTER, STRONGER AUDIT COMMITTEES
HOW
WE MAKE CEO EVALUATION SUCCEED
Q&A:
When divorce hits the boardroom
September 1998
RETURN
OF THE BOARDROOM REVOLTS?
BOARDS
AND CORPORATE COUNSEL - 5 IDEAS
DELPHI'S
"CLEAN SHEET OF PAPER" BOARD
STOCK
SPLITS? BUYBACKS? HOW DO DIRECTORS DECIDE?
HOW
IDEALAB! "MASS PRODUCES" BOARDS
ANNUAL
MEETINGS: WHO DOES WHAT?
Q&A:
Boardroom bulls vs. wallflowers
October 1998
MAKING
YOUR BOARD AN "ALL-STAR" TEAM
HOW
BOARDS GET ROLLED ON CEO PAY
4
WAYS IR TALENT CAN BOOST YOUR BOARD...
...
OR, HOW ABOUT A CFO?
3
SOFTWARE FINDS FOR BOARDROOM SUPPORT
BOARDROOM
BITS: WARREN BATTS
2
GREAT NONPROFIT FINDS
EURO
GOVERNANCE PROGRAM IN DECEMBER
Q&A:
Our "Need-To-Know" CEO
November 1998
CEO
SUCCESSION: WHY THE BOARD BELONGS
REPORT:
BOARDS AND CEO SUCCESSION
A
FREE AUDIT COMMITTEE FIND
BOARD
WANNABEES: 5+ TIPS FOR WOMEN
HANDY
"HOW-TO" FOR NON-PROFIT GOVERNANCE
COMPAQ'S
CD "BOARDROOM BUNDLE"
VENTURE
CAPITAL SAVVY ONLINE
Q&A:
How Do I Interview Board Prospects?
December 1998
A
GLOBAL GOVERNANCE CARE PACKAGE?
TOP
5 BOARDROOM BONERS
D&O
INDEMNIFICATION - 3 DANGERS!
AN
ONLINE AUDIT COMMITTEE CHECKLIST
BUILD
BOARD PAY INTO YOUR RETIREMENT
A
BOARDROOM "HOW-TO" BOOK FIND
Q&A:
Does Size Matter in the Boardroom?
January 1999
A
BOARDROOM TIME/MOTION STUDY?
BI
BACK ARTICLE INDEX ONLINE
HEADS
UP ON SEC AUDIT COMM CHANGES
4
GREAT BOARD TIMESAVERS
STEPPING
INTO THE FAMILY BOARDROOM
EXECUTIVE
COMMITTEES: A DINOSAUR?
SUBSIDIARY
BOARDS - 5 THINGS TO REMEMBER
A
NONPROFIT BOARD MATCHMAKING FIND
Q&A:
The Pop-Up Director
February 1999
A
(BOARD)ROOM OF HER OWN...
THE
BOARD AND Y2K: 4 POINTS
4+PARLIAMENTARY
POWER TOOLS
A
BOARD "WRANGLER": HOW AM EX DOES IT
CLOSELY
HELD COMPANIES - 3 BOARD TIPS
THE
BOARD AS A PERFORMING ART
Q&A:
He Said/She Said in the Boardroom
March 1999
AUDIT
COMMITTEES VS. AUDITORS
5
WAYS TO BRING YOUR AUDIT COMMITTEE UP TO SPEED
AN
AUDIT COMMITTEE TRAINING GEM
TAKE
A LETTER TO THE SHAREHOLDERS
4
TIPS FOR POWER BOARD RETREATS
BOARD
RETIREMENT: WHO DOES WHAT?
LAUNCHING
YOUR NEW BOARD: 6 "DO's"
Q&A:
The Board Blowup
April 1999
FEWER
DIRECTORS, MORE OVERSIGHT, LESS TIME...
YOUR
BOARD TIME COMMITMENT:6 CLUES
*AFTER*
THE ANNUAL MEETING
HOT
ANNUAL MEETING GOVERNANCE TOPICS
5
BOARD "DUTY OF LOYALTY" CHECKPOINTS
ONLINE
FIND: GOVERNANCE GUIDELINES
HOW
ABOUT AN "ADVISORY" BOARD
Q&A:
When is it OK to resign from a board?
May 1999
BOARD
"CREATIVE DESTRUCTION" AT COMPAQ
LATEST
TRENDS FOR THE COMP COMMITTEE
4
WAYS STARTUPS CAN PUT BOARDS TO WORK
TURN
DIRECTORS INTO "FLOORWALKERS"
BOARDS
AND IR: MOTOROLA SHOWS 'EM OFF TO ANALYSTS
BOARD
PAY -- 6 HOTTEST TRENDS
GOVERNANCE
WEBCAST COMING UP
Q&A:
The AWOL Director
June 1999
DOES
YOUR BOARD PAY ITS OWN WAY?
HOW
WE KEEP OUR BOARD POSTED ON TECH ISSUES; 4 TIPS
AUDIT
COMMITTEE FRAUD HUNTING: 5 CLUES
ONLINE
FIND: BOARD COMP SOFTWARE
WHAT
IS YOUR DIRECTOR "JOB STATUS?"
NEW
NONPROFIT BOARD HELPER
Q&A:
The Bulging Boardroom
July 1999
DIRECTOR
RECRUITMENT AND BOARD TABOOS
"HELP
WANTED" ADS FOR THE BOARDROOM?
PAYING
YOUR CEO - 5 HOT TRENDS
THE
CFO AND THE BOARD - 4 IDEAS
6
WAYS TO SCREW UP CEO EVALUATIONS
ONLINE
FIND: WRITE YOUR OWN BOARD MANUAL
5
STEPS TOWARD BOARD BENCHMARKING
Q&A:
The Board Meeting Info Dump
August 1999
THE
BEST BOARDS YOU'VE NEVER HEARD OF
5
GREAT IDEAS FOR BETTER BOARD LOGISTICS
BOARD
INFO - WHAT TO KEEP AND WHAT TO TOSS
MO
SIEGEL ON WHEN FOUNDERS SHOULD STEP DOWN
4
BOARD COMMUNICATIONS BREAKDOWNS
ST.
JUDE MEDICAL'S 4 STEP CEO EVALUATION
Q&A:
How much boardroom networking is too much?
September 1999
BOARD
ORIENTATION FOR THE NEW CEO
4
WAYS BOARDS FUMBLE CEO SUCCESSION
5+
IDEAS FOR WORKING WITH INTERNAL AUDIT
THE
BOARD AND Y2K-THE MORNING AFTER
BOB
LUTZ'S "FREQUENT FLIER" TEST FOR BOARD INFO
INSIDE
DIRECTORS: ENDANGERED?
ONLINE
FIND: GETTING A HANDLE ON D&O RISK
Q&A:
Going behind the CEO's back?
October 1999
THE
PERSONAL BOARDROOM: OPRAH OR JERRY SPRINGER?
NEW
GUIDELINES THAT YOUR AUDIT COMMITTEE MUST KNOW
HOW
OUR FAMILY BUSINESS "NON-BOARD" SUCCEEDS
CORPORATE
COUNSEL AS A BOARD MINUTES "BOMB SQUAD": 4 TIPS
WHAT'S
HOT (AND NOT) IN FIGHTING TAKEOVERS
4
SECRET WEAPONS FOR GREAT BOARD ADMINISTRATION
GREAT
BOARD ADMIN GOODIES FROM THE FOLKS WHO KNOW
Q&A:
When Your Board Stops Trusting You.
November 1999
"LAYING
DOWN THE LAW" IN THE BOARDROOM
A
BOARDROOM PRO'S 5 GOVERNANCE GEMS
5+
STEPS FOR SETTING YOUR BOARD DISCLOSURE POLICY
STAFFING
YOUR BOARD: THE PFIZER WAY
A
GOVERNANCE GUIDELINE HELPER FROM ISS
BOARD
ISSUES FOR YOUNG CEOS
ONLINE
FIND: A NEW BOARDROOM NEWS SOURCE
Q&A:
When the Founder and the CEO Clash
December 1999
IS
A BOARDROOM MELTDOWN IN THE WORKS?
4
WAYS TO COPE WITH THE BOARDROOM TALENT PINCH
FAMILY
BUSINESS BOARDS + SUCCESSION PLANNING =?
TRY
AN "EMERITUS BOARD" FOR EASING OUT DIRECTORS
HOW
TO HANDLE THOSE INSIDE DIRECTOR BLUES
BOARD
ORIENTATION AND EVALUATION BLUEPRINTS FROM BI
Q&A:
The Inside Director's Dilemma
January 2000
THE
SEC'S NEW AUDIT SHAKEUP
4+
TIPS FOR WRITING YOUR AUDIT COMMITTEE CHARTER
HOW
STARTUPS BOOM WITH A "GOLDEN DIRECTOR"
THE
SURPRISING RULES OF BOARDROOM ETIQUETTE
5
WAYS TO MAKE BOARD PRESENTATIONS LESS SCARY
BOARDROOM
"HELP WANTED" AD - A FOLLOWUP
HOW
BOARDS CAN KEEP CEO SUCCESSORS HAPPY
Q&A:
Second Thoughts on Our CEO's Successor
February 2000
AOL/TIME-WARNER:
NEW BOARDS VS. OLD BOARDS
ROBERT
LEAR ON HOW TO IRK BOARD MEMBERS
PUTTING
AUDIT COMMITTEE REFORMS TO WORK: 5 TIPS
DIRECTOR
EDUCATION THE SEAGRAMS WAY
ESTHER
DYSON: SHAKING UP INBRED BOARDS
7
WAYS TO AVOID MERGER BLUNDERS
Q&A:
Our Board Second Guesses Our Committees
March 2000
SPECIAL
REPORT: BOARDROOM LEADERSHIP
WALTER
WRISTON: HOW A BOARD LEADER LEADS
4
CEO COACHING TIPS FOR BOARD LEADERSHIP
Y-R
CHAIRMAN ED VICK'S 4 RULES OF BOARD POLITICS
EFFECTIVE
BOARD MEETINGS: 4 LEADERSHIP TIPS
HOW
THE GE BOARD BUILDS LEADERS
Q&A:
When You're CEO but Not the Chairman
April 2000
COMMITTEES
- THE NEXT BOARD REFORM
5
WAYS TO MAKE LEAD DIRECTORS WORK
4
TIPS FOR BEEFING UP YOUR COMMITTEES
THE
NEW, IMPROVED NOMINATING COMMITTEE
A
"SHOPPING LIST" FOR BUILDING YOUR BOARD
A
HOT TWIST ON THE ADVISORY BOARD IDEA
CHECK
OUT THIS NEW ONLINE ACTIVIST FUND
Q&A:
What's Fair Pay For Our CEO?
May 2000
JUDGMENT
DAY FOR DOT.COM BOARDS?
WHY
INVESTORS LOVE
OUR GOVERNANCE GUIDELINES
3+
WAYS TO CUT THE COSTS OF ANNUAL MEETINGS
YOUR
BOARD AS A MATCHMAKER: 4+ TIPS
5
BOARDROOM FLASH POINTS FOR YOUNG COMPANIES
21ST
CENTURY BOARD LIABILITY THREATS
Q&A:
Attracting Names to Our Advisory Board
June 2000
DIRECTORS:
INSIDERS LOOKING IN - AND OUT
WHAT
DIRECTORS SHOULD LOOK FOR IN THE NUMBERS
5
TIPS FOR THE BOARDROOM NOVICE
HOW
THE BOARDROOM CAN MAKE YOU CRAZY
JUDGING
THE COMPANY WEB PRESENCE: 5 TIPS
TELEPHONIC
BOARD MEETINGS: KEEPING IT LEGAL
Q&A:
Director Self Dealing?
July 2000
ARE
YOUR DIRECTORS TECH LAGGARDS?
5
HOT BOARD TECH TRENDS
ADVISORY
BOARDS - HOW MUCH DO YOU PAY?
THE
FAMILY BUSINESS ADVISORY BOARD
4
TIPS FOR CREDIT UNION BOARDS
JOIN
THE ONLINE BOARDROOM DEBATE
Q&A:
Is it Time to Sack Our CEO?
August 2000
HELP
FOR OUR BOARDROOM VIRGINS
5
CURES FOR THOSE "FIRST BOARD BLUES"
CONSENT
AGENDAS - GOOD, BAD OR UGLY?
4
IDEAS FOR QUICKER (AND BETTER) BOARD MEETINGS
4
FOLKS YOU DON'T
WANT ON YOUR BOARD
SHIRLEY
YOUNG'S BOARDROOM "MUST HAVES"
Q&A:
How Do We Pay Our Separate Chairman?
September 2000
BOARD
IDEAS: GRAB 'EM WHERE YOU CAN
PRIVATE
COMPANY BOARDS - PLUSSES AND MINUSES...
...
AND WHO DO YOU WANT FOR YOUR PRIVATE BOARD?
ADVISORY
BOARDS - 5 VALUE ADDED TIPS
WHAT
YOU MUST KNOW ON
REGULATION FD
SEC
AUDIT CHANGES - HOW HAVE BOARDS RESPONDED?
Q&A:
Sleuthing From the Boardroom?
October 2000
COMPAQ
AND MICROSOFT - BACK TO THE BAD OLD DAYS?
WHEN
YOUR IPO GOES SLO-MO: 5 BOARD TIPS
IS
YOUR BOARDROOM DATA SAFE?
"FINANCIAL
LITERACY" AND AUDIT: WHAT TO EXPECT
4
NEW OPTIONS FOR YOUR OPTIONS
ANOTHER
ADVISORY BOARD GEM
Q&A:
Gloomy Gus in Your Boardroom
November 2000
YOUR
BOARD - MENTOR OR MONITOR?
BOARDROOM
NOVICE ERRORS - AN SOLUTIONS
THE
NEW BOARD/STAFF ETIQUETTE
BOARD
BUILDING TIPS FROM INC'S #1 GROWTH COMPANY
5
TIPS FOR SAVVY BOARD TRAVEL
BOARD
ORIENTATION INFO - PHELPS DODGE
Q&A:
When the Founder Wants to Let Go - But Can't
December 2000
CAN
BOARDS BE TOO POWERFUL?
4
WAYS BOARDS CAN TAKE CONTROL OF M&A
BOARD
SEARCHES - WHAT'S HOT FOR 2001
A
BOARD "GOVERNANCE STYLE" AUDIT
A
BOARD CONFLICT RESOLUTION HELPER
BOARDROOM
"GENERATION GAP?"
Q&A:
How Can Our Board Find Good Diversity Candidates?
January 2001
RESTOCKING
YOUR DIRECTOR TOOLBOX
BOARDROOM
TIMESAVERS-Part 1
SURVIVING
THE BOARDROOM "CRISIS"
5+
TIPS FOR AUDIT COMMITTEES
Q&A:
Father Vs. Son in the Boardroom
February 2001
BOARDS:
CAN'T LIVE WITH 'EM...
4
BOARD EVALUATION PROBLEMS - AND SOLUTIONS
CEOS:
THE SMARTEST PHONE CALL YOU CAN MAKE
7
MOST COMMON AUDIT COMMITTEE BREAKDOWNS
UPDATE
YOUR AUDIT COMMITTEE AGENDA
FAIRNESS
OPINIONS - A BOARD BRIEFING
"MY
MOST AWKWARD BOARDROOM MOMENT
Q&A:
Mentoring From the Boardroom
March 2001
BILL
CLINTON IN YOUR BOARDROOM?
7+
BOARD RISK MANAGEMENT QUESTIONS
WHEN
YOUR OPTIONS SINK UNDERWATER
HOW-TO
IDEAS FOR GLOBAL DIRECTORS
BANKRUPTCY
AND YOUR BOARD: 6 RULES
Q&A:
"Board Coaching" for the New CEO
April 2001
THE
NEW BOARDROOM FACES RECESSION
REG.
FD'S HIDDEN INSIDER STOCK STRATEGY
4
ANNUAL MEETING "MUSTS" FOR YOUR BOARD
BOARDROOM
TIMESAVERS - Multitasking
A
BOARDROOM "BILL OF RIGHTS"
HOW
DIRECTORS CAN HELP IN A CEO SEARCH
Q&A:
A Family Business Boardroom Go-Between
May 2001
WILL
THE U.S. FACE A BOARDROOM "TRADE DEFICIT?"
BOARD
EVALUATION - LIABILITY DANGERS?
HOW
TO FIGHT CEO SEVERANCE BATTLES
BOARD
INCENTIVE PAY - PLUS AND MINUS
12
TASKS FOR THE EFFECTIVE AUDIT COMMITTEE
Q&A:
"Weeding Out" Weak Board Members
June 2001
DOES
A SINGLE DIRECTOR MAKE A DIFFERENCE? YES!
RELUCTANT
BOARD CANDIDATES-FRIENDLY PERSUASION
AGENDA
LIFESAVERS, BIG AND LITTLE
EXCELON'S
EXCELLENT BOARD PLANNING/AGENDAS
5
WAYS TO BEAT THE COMING D&O PRICE SHOCK
4
HARD TRUTHS FOR THE TURNAROUND BOARD
Q&A:
What if I Vote No?
July 2001
WHY
CORPORATE BOARDS SUCK
5
CLUES TO YOUR BOARDROOM "PECKING ORDER"
6
ELEMENTS OF AN IDEAL AUDIT COMMITTEE
THE
EARNINGS MANAGEMENT CRACKDOWN
THE
5 M&A QUESTIONS YOUR BOARD MUST ASK
SUBSIDIARY
BOARDS - KEEP IT FORMAL
Q&A:
Is Our CEO Headed Over the Edge?
August 2001
HOW
DO YOU MEASURE CORPORATE BOARDS?
NEED
BOARDROOM YARDSTICKS? HERE ARE 5+
HANDY
ONLINE AUDIT "FINANCIAL LITERACY" TEST
BOARDROOM
TIMESAVERS - Part 3
TEMPTING
CFOS TO YOUR AUDIT COMMITTEE-5 LURES
5
WAYS BOARDS DRIVE CEOS NUTS
Q&A:
How Old is Too Old on the Board?
September 2001
PREDICTIONS
FOR THE FUTURE BOARDROOM
BI
HELPERS FOR AUDIT COMMITTEE GUIDELINES...
...
AND FOR SETTING YOUR AUDIT AGENDA
4
TIPS FOR WORKING WITH BOARD SEARCH FIRMS
BOARD
WANNABES - YOUR STRATEGIES FOR 2002
ONLINE
BI GOVERNANCE GUIDELINE RESOURCE
Q&A:
Building "Chinese Walls" Between Your Boards
October 2001
CORPORATE
GOVERNANCE IN "WARTIME"
HOW
ENTERGY WIRED ITS BOARD-5+ IDEAS
DENNIS
KOZLOWSKI'S BOARD TIPS FOR NEW CEOS
A
ONE-DAY DIRECTOR ORIENTATION BLUEPRINT
SETTING
YOUR BOARDROOM "TIME BUDGET": 4 TOOLS
ON
THE HORIZON: VARIABLE BOARD COMMITTEE PAY?
Q&A:
When Should a Director Bail Out?
November 2001
ON
FIRING THE CEO
HOW
BOARDS JUDGE MERGERS NOW - 5 TIPS
GOVERNANCE
COMMITTEES: HOW TO BUILD ONE...
...AND
WHAT IT SHOULD DO
DON'T
GET BITTEN BY BOARDROOM EMAIL
WHEN
A DIRECTOR TAKES OVER AS CEO
Q&A:
Is This Who We Really Want As CEO?
December 2001
WHEN
BAD THINGS HAPPEN TO GOOD BOARDS
HOW
ABOUT A NEW DIRECTOR "PROBATION" PROGRAM?
WILL
BOARDS CLAMP DOWN ON GOLDEN PARACHUTES?
4
FRESH IDEAS FOR DEFERRED BOARD PAY
BOARD
PRESENTATIONS - 5 LIFESAVERS
Q&A:
Can This Director be Salvaged?
January 2002
2001'S
BIGGEST BOARDROOM BONERS
FAMILY
FEUDS: THE H-P/COMPAQ DEBACLE
HOW
NOT TO BLOW EVALUATION FOLLOWTHROUGH
IS
YOUR CEO OVERSTRETCHED-5 CLUES
CHAT
WITH FORD'S CORPORATE GOVERNANCE DIRECTOR
Q&A:
Defining a "Change in Director Job Status"
February 2002
SPECIAL
REPORT-ENRON AND THE AUDIT CRISIS
5
QUESTIONS YOUR AUDIT COMMITTEE MUST ASK
WATCH
FOR THESE 4 AUDIT RED FLAGS
ON
THE HORIZON: FINANCE COMMITTEES
6
TIPS FOR YOUR AUDIT/STAFF "PIPELINE"
COMING
TRENDS IN AUDIT COMMITTEE TALENT
ONLINE
FINDS: AUDIT INFO LINKS
March 2002
THE
DAY GOVERNANCE MADE HEADLINES
5
TOUGH QUESTIONS ON AUDITOR INDEPENDENCE
4
URGENT BOARDROOM TIMESAVERS
BARBARA
FRANKLIN'S BOARDROOM DIARIES
ASSESSING
YOUR INTERNAL CONTROLS
2001
ANNUAL REPORTS: FAT, LATE AND NERVOUS
Q&A:
Whistleblowers and the Board
April 2002
THE
NEW GOVERNANCE: QUESTIONS, QUESTIONS..
5
"MUST-ASK" BOARD LIABILITY QUESTIONS
FIRST
POST-ENRON AUDIT COMMITTEE MEETING
STARTING
FRESH WITH YOUR AUDIT FIRM - 6 TIPS
HOT
BOARD QUESTIONS AT YOUR ANNUAL MEETING
ADD
THESE GOVERNANCE WEBSITES
Q&A:
Dollars, Sense and Board Retirement
May 2002
"SPRING
CLEANING" IN THE BOARDROOM
PAINLESS
WAYS TO SWITCH AUDIT FIRMS
BOARD
DOCUMENTS -THINK BEFORE YOU SHRED
DAIMLERCHRYSLER'S
NEW "CHAIRMAN'S COUNCIL"
BRING
NEW AUDIT COMM MEMBERS UP TO SPEED FAST
4
TIPS FOR CEO LOANS
Q&A:
When You're the First Woman in the Boardroom
June 2002
DIRECTORS
- WHO NEEDS THE GRIEF?
AUDIT
COMMITTEE DISCLAIMERS - DO'S AND DON'TS
3
SMART, DUMB D&O QUESTIONS YOU SHOULD ASK
INTERIM
CEOS AND YOUR BOARD-5 RULES
BOARDROOM
TIMESAVERS-PUTTING STAFF TO WORK
BOARD
INVESTIGATIONS, STEP BY STEP
Q&A:
I've Been Elected an Inside Director... Hooray?
July 2002
"UGLY
AMERICAN" CORPORATE GOVERNANCE
"MY
IDEAL BOARD BOOK"
WHAT
THE NYSE PROPOSALS MEAN FOR YOUR BOARD
ARE YOUR DIRECTORS "INDEPENDENT?" - 4 TESTS
5
BANKRUPTCY QUESTIONS BEFORE YOU FILE
BOARDROOM
TIPS FROM TOP EXECUTIVE ASSISTANTS
Q&A:
Fitting Into the Merged Boardroom
August 2002
FEDERAL
BOARD REFORMS-WRONG TOOL/ WRONG JOB?
NEW
REFORM LAW - A BOARD SUMMARY...
...A CLOSEUP ON THE AUDIT COMMITTEE CHANGES
HICKS
WALDRON: AVOIDING BOARD SCANDALS
4
NEXT TRENDS FOR YOUR COMP COMMITTEE
YOUR
BOARD NETWORKING STRATEGY
Q&A:
The Board/CEO Balance of Power
September 2002
WHAT'S
WRONG WITH BOARDS? (A FIERY FABLE)
NEW
SEC INSIDE TRADE DEADLINES-5 MUST-KNOWS
5 GREAT AUDIT COST CUTTERS
BIGGEST
CEO EVALUATION MISTAKES (AND FIXES)
4
CURES FOR AUDIT COMMITTEE ILLS
ONLINE
FINDS: GOVERNANCE COMMITTEES, ETC.
BOARDS
CAN HELP AVOID FINANCIAL RESTATEMENTS
Q&A:
How Does Our Company Look From the Outside?
October 2002
WILL
THE CEO/CHAIR SPLIT FINALLY HAPPEN?
COMING
SOON - A BOARD BUDGET EXPLOSION?
4 NEW RULES FOR YOUR COMP COMMITTEE
BOARDS
AND CORPORATE COUNSEL-GETTING CLOSER
ONLINE
FINDS - AUDIT COMMITTEE CHARTERS
ONLINE
FINDS2 - ONLINE BOARD LEARNING
Q&A:
Avoiding Director Conflicts of Interest
November 2002
PITT,
WEBSTER AND THE NEW BOARDROOM "STAIN"
OUTSIDE
DIRECTOR SESSIONS - 5 HOW TO'S
THE
NEW EXEC LOAN BAN - A FEW SURPRISES
OVERHAULING
YOUR AUDIT COMMITTEE...
...AND
HOW AUDIT MEETS
HOW
ABOUT A "NO COMMITTEE" BOARD?
Q&A:
Time to Shake Up Our Board Pay?
December 2002
THE
LOOMING BOARDROOM "TALENT GAP"
RECRUITING
NEW DIRECTORS - 6 RULES
A
FAIR (AND EFFECTIVE) FAMILY FIRM HIRING POLICY
IRA
MILLSTEIN ON SHAKING UP GOVERNANCE
AHEAD
OF THE CURVE - "CUSTOMIZED" D&O POLICIES
AUDIT
"FINANCIAL LITERACY" FROM THE PROS
ONLINE
FIND: SARBANES-OXLEY CERTIFICATION HELPER
Q&A:
CEO vs. The Board on Recruiting New Directors
January 2003
THE
"INEFFICIENT MARKET" FOR BOARD TALENT
BOARD
TRAINING - WHAT'S HOT FOR 2003
ONLINE
FINDS X2: TRAIN (AND BUILD) BENCHMARK BOARD
"NEW
YEAR'S RESOLUTIONS" FOR YOUR COMP COMMITTEE
PFIZER
SCORES WITH ONLINE BOARD DISCLOSURE
5
NEW RULES OF DIRECTOR PAY
Q&A:
Suing One of Your Own Directors
February 2003
THE
SEPARATE CHAIRMAN - STILL NOT A REAL JOB?
NEW
SEC BOARD RULES - WHAT'S THE LATEST...
...
AND WHAT'S COMING UP
YOU'VE
BEEN SUED! - EMERGENCY BOARD CHECKLIST
GM'S
SMART COMMITTEE SUPPORT SYSTEM
Q&A:
Board Perks - On the Endangered List?
March 2003
YES,
YOUR BOARD IS AN IR TOOL-DEAL WITH IT
TIPS
FROM TYCO'S NEW GOVERNANCE DIRECTOR
PROXY
SEASON: BOARD AND YOUR ANNUAL REPORT...
...
AND YOUR BOARD AT THE ANNUAL MEETING
5
WAYS WE MAKE THE NONEXEC CHAIR WORK
WHY
PROGRESSIVE DROPPED BOARD OPTION PAY
Q&A:
Our CEO Won't Let Me Join Outside Boards
April 2003
NEW
BOARDROOM INSIDER BOOK IS HERE!
SURVIVAL
TIPS FOR AUDIT COMMITTEE CHAIRS
WHEN
YOUR BOARD HIRES CONSULTANTS-4 TIPS
4
TRENDS FOR YOUR NOMINATING COMMITTEE
DON'T
LOSE BOARD SAVVY WHEN DIRECTORS RETIRE!
PIEDMONT
TRIES ROTATING BOARD CHAIRMANSHIP
Q&A:
Should We Take Our Company Private?
May 2003
NEXT
IN THE SPOTLIGHT-COMP COMMITTEES
5
WAYS TO AVOID EXEC SEVERANCE DISASTERS
AUDIT
COMM CHANGES AND THE REST OF THE COMPANY
SURPRISE
LIABILITY FROM "WHISTLEBLOWER" PLANS
BOARD
WANNABES-BI IN THE NEWS!
HOW
GOVERNANCE REFORMS HIT FAMILY BUSINESS
Q&A:
Should We Pay Some Directors More?
June 2003
WHO
RUNS YOUR BOARDROOM?
SHAPING
BOARD LEADERS-A ROUNDTABLE
5
WAYS TO JUMPSTART YOUR COMP COMMITTEE
DIRECTOR
ORIENTATION-HOW DIAL DOES IT
WHY
YOU NEED A BOARD TRAINING POLICY
ONLINE
FIND-FREE GOVERNANCE SOFTWARE
Q&A:
Setting Our Board Budget
July 2003
DIRECTOR
SEARCH-OLD TOOLS FOR A NEW JOB
SPECIAL-FRESH
IDEAS FOR THE BOARD WANNABE
BE
YOUR OWN BOARDROOM "CAREER AGENT"
ONLINE-12
TIPS TO LAND YOUR FIRST BOARD SEAT
BOARDS:
STOP PICKING ON YOUR CORPORATE SECRETARY!
HOW
WE BUILT OUR GOVERNANCE WEBSITE
Q&A:
So Why Can't I Get On a Board?
August 2003
GOVERNANCE
REFORM FIRST-BOARD REFORM SECOND
COMP
COMMITTEES AND STOCK OPTIONS
BOARD
AND CORPORATE COUNSEL-5 TIPS
SEEKING
BOARD ALLSTARS? START INSIDE
ONLINE
FIND: GOVERNANCE Q&A BENCHMARK
2
TOUGH LEGAL DECISIONS: ORACLE...
...
AND DISNEY
Q&A:
Should We Limit the Board Seats We Can Hold?
September 2003
"BACK
TO SCHOOL" FOR THE BOARD
A
"CHIEF GOVERNANCE OFFICER" AT KODAK
BOARD
TRAINING-GETTING YOUR MONEYSWORTH
WHY
NOT OUTSOURCE BOARD BUSYWORK?
BOARDS
AND ETHICS PROGRAMS
4
WAYS ONLINE TECH IS RESHAPING BOARD INFO
ONLINE
FIND: EVERYTHING SARBANES-OXLEY
Q&A:Why
No Questions From the Board?
October 2003
THE
NYSE BOARD - HOW MUCH OF A SHAKEUP?
4
WAYS TO RESHAPE YOUR AUDIT COMMITTEE
DISCLOSURE
COMMITTEES: A BOARD BRIEFING
4
HOT BOARD EVALUATION TRENDS
DIRECTOR
SEARCHES WITH A RECRUITER
HOW
E-TRADE FILLS A 2-DAY BOARD AGENDA
Q&A:Added
Liability on the Audit Committee?
November 2003
SHAREHOLDER
ACCESS RULE-THE BATTLE BEGINS
SEC
PROPOSES DIRECTOR BOARD BALLOT SHAKEUP
5
GOVERNANCE COMMITTEE HOW-TO'S
SMART
SUBSIDIARY GOVERNANCE
NEW
RULE WILL HIT YOUR NOMINATING COMMITTEE
A
BOARD PRIMER ON CEO SEVERANCE
Q&A:Should
Our Directors Be Out "Pressing the Flesh?"?
December 2003
A
PAY EXPERT FOR YOUR COMP COMMITTEE?
SMASH
THESE BOARD EVALUATION BARRIERS!
5
BOARD MEETING MINUTE "MUSTS"
SEC
SECTION 404 RULES - BOARD ROLE
4
TIPS-FINDING AUDIT COMMITTEE "FINANCIAL EXPERTS"
WHEN
DIRECTORS TAKE THE STAND
Q&A:What
Are My Post-Board Legal Liabilities?
January 2004
BOARDROOM
PERKS:CORRUPT OR INEVITABLE?
HEADS
UP ON THE IRS PAY AND PERKS CRACKDOWN
BETTER
BOARD MEETINGS IN LESS TIME-HERE'S HOW
5
"MUST HAVES" FOR BOARD TECH
BEST
PRACTICES FOR FAMILY BUSINESS BOARDS
HOW
CEO SUCCESSION PLANNING HAS CHANGED
Q&A:"Related
Party Transactions" and Your Board
February 2004
IS
YOUR BOARD READY FOR THE PUBLIC SPOTLIGHT?
BOARDS
AND CRISIS COMMUNICATIONS-5 TIPS
SETTING
YOUR BOARD ETHICS POLICY
4
MORE BOARD "LITMUS TESTS" ON THE COMPANY
4
BIG ANNUAL REPORT/BOARD TRENDS
SMART
GOVERNANCE TIPS FOR MUTUAL FUNDS
Q&A:Is
CEO Evaluation a Fixed Game?
March 2004
DISNEY:
NO "SAFE"BOARDROOM REFORMS?
6
QUESTIONS TO ASK ON FINANCIAL STATEMENTS
BOARD
EVALUATION LEGAL DANGERS (AND COUNTERS)
4
SARBANES-OXLEY COST CUTTERS
WHEN
DIRECTOR NOTES ATTACK - TYCO LESSONS
ONLINE
FIND: A CHECKLIST FOR YOUR AUDIT COMMITTEE
Q&A:An
Edge for Minority Directors?
April 2004
WHEN
CORPORATE REFORM BECOMES A CORPORATE ROUT
BEEF
UP YOUR CORPORATE SECRETARY'S OFFICE
FREE
AUDIT COMMITTEE GUIDEBOOK ONLINE
SETTING
DIVIDEND POLICIES-4 TIPS
5
HOTTEST ADVISORY BOARD TRENDS
NEW
BOARD LOSS PREVENTION GUIDE FROM CHUBB
Q&A:How
Do We Evaluate Our Audit Firm?
May 2004
WHO
DEFINES THE CEO JOB? THE BOARD
EMERGENCY
CEO SUCCESSION IDEAS
WHISTLEBLOWER
PROGRAMS ON THE CHEAP-4 TIPS
4
BOARD RULES FOR SHAPING STRATEGY
BUILDING
GOOD BOARD/CEO CHEMISTRY
HOW
IS THE SEPARATE CHAIR ROLE SHAPING UP?
Q&A:IR
and Board Investigations
June 2004
2004-ALL
QUIET ON THE PROXY FRONT
BOARDS
AND IPOS TODAY
4
LIABILITY TIME BOMBS AT PRIVATE COMPANIES
TOUGH
QUESTIONS ON EXEC BENEFIT PLANS
EVALUATE
YOUR COMPENSATION COMMITTEE
Q&A:Director
Liability "Indemnification Agreements"
July 2004
LOST
IN THE WORLD OF GOVERNANCE REFORM?
5
BIGGEST BOARD RECRUITING TRENDS
DIRECTOR
PAY-WHO'S DOING WHAT
ROMAN
WEIL'S RULES FOR AUDIT COMMITTEE TRAINING...
...
AND HIS 4-POINT FINANCIAL LITERACY TEST
MARTHA
STEWART ENTERTAINS BOARD INDEPENDENCE
Q&A:Post-Bankruptcy
Board Liabilities?
August 2004
EXPENSING
OPTIONS-WHO BLINKS FIRST?
PITCH
YOUR GOVERNANCE ON THE COMPANY WEBSITE
MICROSOFT'S
NEW "BOARDROOM TRINITY"
4
COMP COMMITTEE LIABILITY DANGERS
ONLINE
FIND:FREE AUDIT COMMITTEE GUIDEBOOK
Q&A:Is
Your CEO Lying To You?
September 2004
THE
NAKED DIRECTOR?
ASK
THESE Q'S ON THE NEW 8K DISCLOSURES
"INDEPENDENT"
DIRECTOR? DON'T BE SO SURE
THE
NEW D&O BUYER'S MARKET BARGAINS
4
HOT TOPICS IN DIRECTOR TRAINING
Q&A:What
Is Our Audit Committee Missing?
October 2004
QUIET
REVOLUTION IN BOARD PAY
5
WRONG IDEAS ON GOVERNANCE
6
TIPS FOR YOUR COMP COMMITTEE
WHO
SETS YOUR BOARD AGENDAS?
CONTROLLED
COMPANY STATUS? READ THIS FIRST
Q&A:Options
vs. Restricted Stock for Our Board?
November 2004
BUSH
VS. KERRY - THE BOARDROOM VIEW
POWER
TIPS FOR 40-ISH BOARD WANNABES
HOT
BOARD COMMITTEE PAY TRENDS
IS
YOUR BOARD SEEING THE RIGHT FINANCIALS?
WORKING
YOUR BOARD DINNER AND LUNCH
Q&A:Chairing
The Private Company Board
December 2004
DISNEY-SMART
CEOS TRUMP GOOD GOVERNANCE
MINUTES:
DOES THE "MINI" APPROACH STILL WORK?
...
AND HOW CAN YOU KEEP BOARD MINUTES SAFE?
BOARD
PAY: LOTS MORE *AND MORE IN STOCK)
BEFORE
YOU SIGN THAT CERTIFICATION- 4 Q'S
Q&A:How
Should a New CEO Build Board Relations?
January 2005
FEARLESS
BOARD PREDICTIONS FOR 2005
DANGER
ZONE-YOUR CHATS OUTSIDE THE BOARDROOM
3
SURPRISING AUDIT COMM BEST PRACTICES
GOVERNANCE
"EXPERT WITNESS?"-ASK THESE Q'S FIRST
ONLINE
FIND-FREE SECTION 404 RESOURCES
Q&A:Has
This Board Lost Faith in Its CEO?
February 2005
WORLDCOM/ENRON
SETTLEMENTS-WHAT BOARD MESSAGE?
WHAT
SHOULD (AND SHOULDN'T) BE IN YOUR BOARD BOOK?
AHEAD
OF THE CURVE: BOARD BLOGS
BOARD
Q'S ON THIS YEAR'S ANNUAL REPORT
5+
NEW IDEAS FOR ADVISORY BOARDS
Q&A:Your
First Board Meeting
March 2005
DIRECTOR
PAY-WHAT INCENTIVES?
HOW
TO RUN ADVISORY BOARD MEETINGS
SOLID
MEASURES FOR BOARD EVALUATION
WHEN
DIRECTORS TESTIFY-4 RULES
CEO
SUCCESSION PLANNING-BOARD FRAMEWORK
Q&A:Setting
CEO Rules for Outside Boards
April 2005
BOARDROOM
PERP WALKS?
4
NEW RULES FOR JUDGING M&A DEALS
DO
NEW CEOS STILL "PICK" THEIR BOARDS?
FAVORITE
BOARDROOM BOOKMARKS
4
TIPS FOR WRITING YOUR CEO'S CONTRACT
Q&A:How
"Independent" Must Our Board Really Be?
May 2005
THE
PERFECT TIME FOR BOARD WANNABES
WHEN
THE WHISTLE BLOWS IN YOUR BOARDROOM
BOARD
INDEPENDENCE-WHO'S DOING WHAT?
AHEAD
OF THE CURVE-2 FRESH BOARD TECH IDEAS
4
FLASHPOINTS FOR ETHICS IN THE BOARDROOM
Q&A:An
IR End Run Around the CEO to the Board
June 2005
HOW
BOARDS CAN DESTROY VALUE
BEST
PRACTICE: GENZYME'S BOARD IR REPORT
6
TOUGHEST QUESTIONS ON BOARD EVALUATION
D&O
LIABILITY - LOOKING OUT FOR #1
A
COST SPIKE IN GOVERNANCE SPENDING
Q&A:Is
My D&O Coverage Enough?
July 2005
WANTED:
BOARD CHAIRMANSHIP TRAINING
ARE
TECH BOARDS LOSING THEIR EDGE
HOW
TO PAY-SEPARATE CHAIRS, LEAD DIRECTORS, ETC.
5+
TIPS FOR WORKING WITH YOUR COMP CONSULTANT
THE
UPSIDE (AND DOWNSIDE) OF "GOING DARK"
Q&A:Is
My "Expertise" a Boardroom Danger?
August 2005
RETHINKING
THE "PROFESSIONAL" DIRECTOR
6
HOTTEST DIRECTOR COMP TRENDS
A
LEAD DIRECTOR'S JOB DESCRIPTION
STAGGERED
BOARDS-GROWING OR SLOWING?
ONLINE
FIND: BUILDING YOUR FIRST BOARD
Q&A:CEO
Pay and Perks Disclosure
September 2005
DELAWARE'S
WARNING SHOT TO THE DISNEY BOARD
BACK
TO SCHOOL-DIRECTOR EDUCATION TRENDS
4
RULES FOR DIRECTOR DEALMAKING
5
BOARD LESSONS OF THE DISNEY-OVITZ DECISION
NEW
COMP COMMITTEE BEST PRACTICES
Q&A:Tough
Calls on Family Business Succession
October 2005
DANGEROUS
THOUGHTS ON CORPORATE GOVERNANCE
4
TIPS FOR USING THE SOX 404 DELAY
THE
SEPARATE CHAIR VS THE CEO/CHAIR
AUDITOR
CONFLICT? Q'S YOUR COMMITTEE MUST ASK
ANNUAL
MEETINGS-WHO DOES WHAT?
Q&A:What
Makes the Board Meeting So Different?
November 2005
READING
THE BOARDROOM "TEA LEAVES"
4
TUNEUPS FOR AUDIT COMMITTEE MINUTES
WHAT
MAKES A GOOD SEPARATE CHAIRMAN...
...
AND HOW A SMART CHAIR RUNS BOARD MEETINGS
QUICK:
WHERE ARE YOUR GOVERNANCE RECORDS?
HOW
LEO HINDERY WOULD BEEF UP BOARDS
Q&A:What
Defines a Board "Vacancy?"
December 2005
BOARD
COMPLIANCE OVERSIGHT-WORTH THE COST?
4
TRENDS IN BOARD ORIENTATION
AUDITOR
ENGAGEMENT LETTERS-BEWARE LANDMINES
4
SOX IDEAS FOR NON-SOX COMPANIES
5
FRESH IDEAS FOR THE BOARD WANNABE
Q&A:Audit
Committee Financial Expert-Who, Me?
January 2006
A
NEW YEAR'S BOARDROOM WISH LIST
SPECIAL
REPORT-COMP COMMITTEE ISSUES 2006
5
TIPS FOR WORKING WITH COMP CONSULTANTS
BOARD
BRIEFING ON COMP TALLY SHEETS
DYSFUNCTIONAL
BOARD?-6 CLUES
Q&A:SOX
Ideas for our Nonprofit Board?
February 2006
NEW
SEC PAY RULES-UPSIDES AND DOWNSIDES
NEW
SEC PAY DISCLOSURES AND YOUR BOARD
YOUR
LATEST D&O LIABILITY QUESTIONS (AND ANSWERS)
THE
SEC'S SMALL-CAP SOX EXEMPTION
4
RULES FOR ESOP COMPANY BOARDS
Q&A:Is
a Board CSR Committee For Us?
March 2006
DON'T
COUNT ON A GM BOARD SHAKEUP
4
IDEAS FOR YOUR GOVERNANCE WEBPAGE
BOARD
"COMP DISCLOSURE & ANALYSIS"-5 TIPS
5
COMP COMMITTEE TRENDS FOR 2006
AHEAD
OF THE CURVE-BUILD A BOARD "LIBRARY"
Q&A:Annual
Meeting Spotlight On Committee Chairs?
April 2006
THE
BOARDROOM "SKIN GAME"
MAJORITY
VOTING - A BI BRIEFING
BOARD
PRESENTATIONS AS A GOVERNANCE TOOL-4 TIPS
6"MUST
HAVES" FOR YOUR BOARD MINUTES
HOW
MARSH& MCLENNAN BUILT ITS COMPLIANCE COMMITTEE
Q&A:How
to Disagree in the Boardroom
May 2006
BOARD
INCENTIVE PAY-HOT TREND OR DEAD END?
5
SURPRISES IN YOUR CEO'S PAY PACKAGE
HOW
LEAD DIRECTORS LEAD-Pt.1
DO
THE FEDS WANT YOU TO WAIVE ATTORNEY PRIVILEGE?
CHECKING
OUT THE GOVERNANCE BLOGS
Q&A:The
Exploding Board Resignation Letter
June 2006
CAN
BOARDS EVER GET CEO PAY RIGHT?
ONLINE
CORPORATE GOVERNANCE-WHAT'S NEW?
4
NEW ROLES FOR YOUR AUDIT COMMITTEE CHAIR
HOW
LEAD DIRECTORS LEAD-PT. 2
CEO
DEPARTURES-4 SURPRISES
Q&A:New
Options for Our CEO's Options?
July 2006
MORE
BOARD POWER=DIRECTOR "FREELANCING?"
BOARD
EVALUATION-NEW SOLUTIONS FOR OLD PROBLEMS
BETTER
BOARD RISK MANAGEMENT-4 IDEAS
NONPROFIT
BOARD EDUCATION OPPORTUNITY
ONLINE
FIND-WHAT YOU MUST KNOW AS A DIRECTOR
Q&A:Director
Dealmaking Dangers?
August 2006
THE
BOARDROOM LEADERSHIP GAP
5
TIPS FOR SETTING YOUR STOCK OPTIONS POLICY
...
AND SOME OPTION POLICY TIPS
CORPORATE
COUNSEL AND THE BOARD-NEW RELATIONSHIP
THE
NEW SEC COMP DISCLOSURE RULES
SPECIAL
BOARD COMMITTEES-5-POINT CHECKLIST
Q&A:"Lead"
or "Presiding" Director?
September 2006
IS
BOARD "INDEPENDENCE" A MYTH?
5
RULES FOR SUCCESSION PLANNING
FINANCIAL
CONTROLS BREAKDOWN? TRY THESE FIXES...
...AND
ONLINE INTERNAL AUDIT FINDS
CUSTOM
BOARD TRAINING-DO IT RIGHT FOR LESS
BOARD
PAY UPDATE-YES, SIZE MATTERS
Q&A:Are
Board Term Limits a Good Idea?
October 2006
HEWLETT-PACKARD-WHEN
BOARDS GO BAD
SALVAGING
A BOARD DISASTER-TIPS FROM H-P
LEADERSHIP
SUCCESSION FOR YOUR BOARD-4 IDEAS
BOARD
INVESTIGATIONS-WHAT NOT TO DO
4+
TIPS ON MAJORITY VOTING
Q&A:Keeping
Your Boardroom Secrets Secret
November 2006
WHO
IS YOUR BOARD LEADER'S LISTENING EAR?
4
QUESTIONS TO ASK ON YOUR AUDIT PLAN
RICHARD
BREEDEN ON BOARDROOM HOUSECLEANING
4
WAYS BOARD INVESTIGATIONS ARE DIFFERENT NOW
FIN
48 COMPLIANCE-ARE YOU ALREADY TOO LATE?
BOARD
CHAIR SUCCESSION FOR THE FAMILY BUSINESS
Q&A:The
Lonely Boardroom Leader
December 2006
A
GOVERNANCE CHECKLIST SHAKEUP
10
THINGS EVERY BOARD MUST GET RIGHT
5
STEPS TO INDIVIDUAL DIRECTOR EVALUATION
HOW
WE BUILT A NEW "GOVERNANCE" COMMITTEE
YOUR
NEW NONPROFIT BOARD LIABILITIES
RESTATEMENTS-LESS
FRAUD, MORE INCOMPETENCE
Q&A:Tactical
"Tablepounding" in the Boardroom
January 2007
WHAT
DOESN'T YOUR BOARD KNOW ABOUT?
6
TIPS FOR KEEPING BOARD MINUTES SAFE
TOUGH
NEW RULES FOR BOARD STOCK OPTIONS
WHO
WARNS YOUR BOARD ON LEGAL THREATS?
HEDGE
FUNDS AND GOVERNANCE
4
NEXT BOARD TRENDS FROM SILICON VALLEY
Q&A:The
Board and an Interim CEO
February 2007
BOARD
LEADERSHIP-3 NEXT HOT TOPICS
COMP
COMMITTEE TRAINING CHECKLIST
LAST
MINUTE ANNUAL REPORT Q'S YOU MUST ASK
CEO
CONTRACTS-PICKING ON PERKS...
...
AND REDEFINING 'FOR CAUSE' TERMINATION
WHAT
BOARDS SHOULD KNOW (BUT DON'T)
Q&A:Annual
Meeting Q's on Exec Comp
March 2007
"SMALL
IS BEAUTIFUL" FOR GOOD GOVERNANCE
6+
TIPS FROM A COMP COMMITTEE PRO
ANSWERING
THE NEW "RELATED PARTY" QUESTIONS
4
STEPS IN BOARD FRAUD INVESTIGATIONS
ANNUAL
MEETINGS-BOARDS IN THE SPOTLIGHT
HOW
DOES YOUR BOARD OVERSEE TAX ISSUES?
Q&A:Should
We Set Rules on Our CEO's Dealmaking?
April 2007
BOARD
"GUIDANCE VS. COMPLIANCE" SQUABBLES
4
WAYS VC BOARDS ARE DIFFERENT
GREAT
MIDCAP (AND SMALLER) GOVERNANCE TIPS
BOOSTING
YOUR CFO-BOARD RELATIONSHIP
A
SMART CEO'S GUIDE TO BOARD MEETINGS
WHEN
DOES THE CEO LEAVE AN "EXECUTIVE SESSION"?
Q&A:When
Your Board Must Investigate its Own
May 2007
DIRECTORS
WHO VOTE "NO"
4
COOL USES FOR DIRECTOR QUESTIONNAIRES
ONLINE
FIND FOR VC-COMPANY BOARDS
5
NEW COMP COMMITTEE BEST PRACTICES
NEW
COMP DISCLOSURES-WHAT WORKS, WHAT DOESN'T
YOUR
D&O LIABILITY-THE OVERSEAS THREAT
Q&A:How
Can We Educate Directors in a Hurry?
June 2007
PROXY
RESULTS CATCH UP WITH THE NOISE
SECTION
404-NOW IT'S THE LITTLE GUYS' TURN
4
HOT CEO/BOARD TURNOVER TRENDS
6
STAGES OF COMPANY GOVERNANCE GROWTH
BOARD
ETHICS TRAINING TIPS
Q&A:When
Do We Pay Our Directors?
July 2007
SHAREHOLDERS
ARE CALLING-IS YOUR BOARD LISTENING?
5
STEPS FOR INSIDE CEO SUCCESSION PLANNING
4
ADVISORY BOARD MEETING TIPS
BOARD
EVALUATION-WHO DOES WHAT?
4
HIDDEN BOARD PAY CONSULTANT CONFLICTS
AUDIT
COMMITTEES-WHAT THEY DON'T KNOW BUGS THEM
ONLINE
FIND-NASDAQ BOARD WANNABE MATCHMAKER
Q&A:How
Should Our Board Manage Risk?
August 2007
SOX
AT 5-HOW IT RESHAPED THE BOARD
NEW
CHAIR? DO THIS BEFORE YOUR FIRST BOARD MEETING
BOARD
COMMUNICATION#1-BI'S BOARD FEEDBACK SURVEY
BOARD
COMMUNICATION#2-4 HIDDEN "LEAK" POINTS
BOARD
COMMUNICATION!3-24/7 BOARD ACCESS?
MIDCAP
SOX "DEATHWATCH"-5 TIPS
Q&A:Are
Non-CEO Directors Second-Class Citizens?
September 2007
WHO'S
YOUR "ASSISTANT TO THE BOARD?"
HOW
CHEVRON BUILT ITS BOARD'S WEBSITE
BOARD/CORPORATE
COUNSEL TIPS FROM BILL IDE
CORPORATE
IDEAS THAT DO (AND DON'T) FIT NONPROFITS
SOX
404 TIPS FROM THE BIG GUYS FOR THE LITTLE GUYS
BOARDS
AND GENERAL COUNSEL-DIFFERENT VIEWS ON RISK
Q&A:Recovering
From A Boardroom Boner
October 2007
"SHAREHOLDER
ACCESS" VS. "BOARDROOM DEMOCRACY"
CORPORATE
COUNSEL AS THE BOARD'S OUTSIDE PIPELINE
LEAD
DIRECTORS-HOW THEY'RE PICKED
LEAD
DIRECTORS-THEIR ROLE BETWEEN MEETINGS
ERM
QUESTIONS FOR YOUR BOARD
PCAOB
RULE 3525 HITS YOUR AUDIT COMMITTEE
Q&A:Too
Much Traffic Through the Boardroom?
November 2007
MERRILL-LYNCH,
O'NEAL, AND THE "BOARDROOM RULES"
BOARD
LESSONS FROM THE SUBPRIME MELTDOWN
6
THINGS TO KEEP IN YOUR BOARD MINUTES
BOARD
MINUTES: WHO PUTS PEN TO PAPER?
10
HANDY LEAD DIRECTOR JOB DESCRIPTIONS
SHAPING
A YEARLY BOARD AGENDA
Q&A:When
Should the CEO Tell the Board About Deals?
December 2007
SEC
AND PROXY ACCESS-HOW TO PLEASE NO ONE
EVALUATE
YOUR LEAD DIRECTOR-FIVE RULES
ONLINE
FIND-NIFTY COMP COMMITTEE CHECKLIST
4
WAYS PROXY DISCLOSURE IS SHAKING UP CEO PAY
SHAPE
"BOARD FRIENDLY" INTERNAL CONTROLS
BOARD
EQUITY PAY-THE NEW NORMAL
Q&A:How
do I Nudge Our Board Into Using More Tech?
January 2008
2008
- THE "BOARDROOM LEADERSHIP" YEAR
5
STEPS IN SHAPING YOUR 2008 CD&A
MAKING
AUDIT PARTNER ROTATION WORK
HOW
WELL DOES YOUR BOARD WATCH COMPLIANCE?
6
QUESTIONS TO ASK BEFORE JOINING A NONPROFIT BOARD
Q&A:How
(And How Not) To Quit a Board
February 2008
WHERE
IS BOARD LEADERSHIP TRAINING?
HOW
ABOUT A "CONSULTING" BOARD ORIENTATION?
THE
"NON-NEGOTIABLES" OF BOARD LEADERSHIP
HOW
WE FIND GREAT NON-CEO BOARD PROSPECTS
BOARD
ALERT-3 HOTTEST PROXY SEASON 'O8 TOPICS
5
SMALLER COMPANY BOARD BUILDING TIPS
Q&A:When
Our Own Directors Sue
March 2008
CEO/CHAIR
LEADERS-A SOLUTION, NOT A PROBLEM
WANNABE
TIPS-HOW BOARD SEARCHES REALLY WORK
BOARD
EXECUTIVE SESSION HOWTO'S
BOARD
TRAINING $ SAVERS-KEEP IT INSIDE
4
WAYS THE CEO/CHAIR ROLE IS DIFFERENT NOW
ONLINE
FIND-GOVERNANCE LINKS AND RESOURCES
Q&A:How
to Be a Better Board Chair
April 2008
MARKET
TURMOIL - DO BOARDS PANIC?
4
BOARD LEADERSHIP PAY TRENDS
WHAT'S
NEXT FOR AUDIT COMMITTEE TRAINING?
A
FAST, ONLINE AUDIT TRAINING QUIZ
5
CEO EVALUATION FUMBLES
Q&A:"Bad
chemistry" Between CEO and Lead Director
May 2008
TODAY'S
BOARDS-GOOD ON COMPLIANCE, BAD ON STRATEGY?
FOCUS
ON COMMITTEES-RETHINKING THEIR ROLE
FOCUS
ON COMMITTEES2-SMARTER LEADERSHIP
FOCUS
ON COMMITTEES3-COMM ASSIGNMENT TIPS
4+
BOARD MEETING FEEDBACK TIPS
Q&A:Chasing
Nonprofit Board Liabilities
June 2008
THE
2008 PROXY REVOLUTION THAT WASN'T
WHAT
QUESTIONS ARE AUDIT COMMITTES ASKING NOW?
THE
4 LATEST BOARD PAY TRENDS
SECTION
404 COMPLIANCE-WHAT NOW?
ONLINE
FIND: 4 HIDDEN GOVERNANCE RESOURCES
Q&A:Adding
a "Governance" Committee
July 2008
WHO
IS YOUR BOARD'S "SPOKESMAN?"
WHAT
YOUR AUDIT COMMITTEE MUST KNOW ON XBRL
4
WEAPONS TO FIGHT BOARDROOM TIME WASTERS
BANKRUPTCY
AND BOARDS; 2 NEW COURT DECISIONS...
...
AND BUILDING THE POST-BANKRUPTCY BOARD
Q&A:Should
Our Board Talk CEO Pay With Investors?
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