The boardroom Archive

Mar 01, 2005
In the proxy mailing process few things are as important as accuracy. ‘More than 17 percent of the population moves every year, resulting in 44 mn address changes so maintaining a high level of integrity in your shareholder database can be overwhelming,’ says Tim Kelliher, SVP of sales for DHL Smart & GlobalMail. To achieve a timely delivery, each shareholder address should be certified using the address-matching software known as code accuracy support syste...
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Mar 01, 2005
Q.) What steps can my directors take to protect themselves?  A.) According to E Norman Veasey, former chief justice of Delaware and senior partner at the law firm of Weil, Gotshal & Manges LLP: ‘Directors seeking assurances should find it in their own diligence and independence. This applies particularly to audit committee members. Thoroughly investigate the integrity and financial position of a company before agreeing to serve as a director.’...
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Feb 01, 2005
Issued in March 2003, the principles were authored by the working group of the Sedona Conference, a confederation of private practice lawyers, corporate in-house counsel and consultants in the burgeoning field of electronic evidence and records management who gathered in sunny Sedona, Arizona to shine some light down the dark tunnel of electronic discovery, or e-discovery for short. The mind-boggling, spontaneously regenerating volumes of information, its acce...
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Feb 01, 2005
Good governance certainly comes at a premium. The cost of complying with Section 404 of Sarbanes-Oxley is, as we are learning, no trivial sum. Section 404’s requirement that companies document their processes of internal control has increased the cost of internal audit by hundreds of thousands of dollars – or even tens of millions of dollars in large, complex corporations. Some companies have even bought risk management systems to track processes they believe we...
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Feb 01, 2005
There aren’t enough directors to go around. Demand for directors, especially independents, is growing like the monster in the Steve McQueen movie The blob. Demand is a thick, gooey mass, slowly absorbing every last available candidate for directorships. At the same time, the supply of candidates is dwindling, going the way of the ever-diminishing hero of The incredible shrinking man. Everyone knows the reasons for the dearth of directors: being on a board r...
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Feb 01, 2005
US Chamber of Commerce president Tom Donohue lambasted Spitzer in early July, saying the attorney general had exceeded his authority and trampled on individual rights in his campaign to stomp out financial malfeasance. ‘He is the investigator, the prosecutor, the judge, the jury and the executioner,’ Donohue said of Spitzer. ‘It is the most egregious and unacceptable form of intimidation that we have seen in this country in modern times,’ Donohue added...
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Feb 01, 2005
As such, corporate secretaries have spent much of the last few years making sure their boards meet the requirements for independence and their audit committee has a financial expert on board. But meeting these requirements alone does not guarantee effective leadership – Enron was, after all, renowned for its good governance blueprint.  Besides structure, there are other intangible reasons why boards fail. These include having an over-dominant CEO or chair,...
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Nov 01, 2004
The Nasdaq stock market is known worldwide as the leading market for trading tech stocks. But the New York-based electronic stock market is also emerging as a top-notch market for an array of other services and listings. Only 30 percent of Nasdaq’s issuers are information technology companies, while 20 percent are financials and 18 percent are healthcare companies. Its issuers include such household names as the airline JetBlue and coffee company Starbucks.  ...
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Nov 01, 2004
Before Enron, before Sarbanes-Oxley, corporate secretaries spent a good deal of their time on corporate governance issues. In the two years since Sox, however, the emphasis on governance and compliance has intensified. In response, an estimated one third of US companies have already elevated someone, often the corporate secretary, to the position of chief governance officer (CGO). In fact, the trend is so pronounced that the American Society of Corporate Secre...
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Nov 01, 2004
In the thick of last year’s proxy season, Calpers told its portfolio companies – some 3,000 firms – that it would oppose the election of directors who, as audit committee members, had authorized their company’s auditor to perform non-audit services. That policy roiled the world of corporate governance and added to the heightened sense of uncertainty over the very hot topic of auditor independence.  The SEC helped clarify the issue in January when it ...
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