Archive for the ‘Corporate Governance’ Category

Five for Five

May 9th, 2013 | By

In the past five months, the NACD blog has received more than 15,000 views. Review the five most popular blog posts of the last five months to keep track of what directors find most important.

NACD Directorship 2020: Sustainability, Stakeholders, and Performance Metrics – Capitalism, and the role of the director, is changing–should the focus on “total shareholder return” shift to “total stakeholder return”?

Going Private? – In 2012, just 128 IPOs were made, a decrease from 154 IPOs in 2011. Last May, The Economist observed that this decline was part of a larger trend: the decline in popularity of the public company. Based on NACD surveys, see six key differences in the governance practices of public and private companies.

Discussion Topics for Compensation Committees in 2013 – Although numerous rules mandated by Dodd-Frank affecting the compensation committee have been implemented, directors still brace for those to come. As such, it is expected that compensation committees will maintain their focus on executive compensation in the coming year.

Alphabet Soup: A Director’s Guide to Financial Literacy and the ABCs of Accounting and Auditing – Can you keep track of accounting and auditing (A&A) acronyms? This handy guide provides tips for non-CPAs to achieve A&A literacy.

Investors Recommend Board Oversight of Trading Plans – New oversight responsibilities could be in store for directors. Although 10b5-1 trading plans have existed since 2000, a confluence of events has recently placed these plans in the regulatory spotlight.

Guidance for Director Decisions

April 26th, 2013 | By

To be or not to be? Shakespeare’s tragic character, Hamlet—the beloved prince of Denmark—is famous for posing this basic existential question. Yet even before one can query his or her own being, there is a much more fundamental question that needs answering: To decide or not to decide?

This primary question is the philosophical starting point for a unique new publication, Director Decision Making: A Sensible Approach. Authors Chuck Re Corr and Clark Abrahams, both experienced directors, approach decision making in two parts: (1) defining the decision, and (2) making the decision.

The first part, Defining the Decision, may sound academic or theoretical, however, it’s as real as can be. This means asking the reason for the decision, looking at the problem that is prompting the decision, assessing the importance of the decision/problem, and asking when the decision must be made and by whom (some decisions must be made by the board; others can/should be delegated).

The second part, Making the Decision, covers remaining checkpoints: information for the decision, formality of the decision (e.g., when/how to take minutes), range of possible solutions to the decision, desired outcome, and monitoring after the fact.

The 26-page highly practical guide includes commentary on intuitive vs. deliberative decisions, and on probabilities, as well as a 2-page worksheet with 20 simple questions every board can (and in most cases should) ask before making any decision.

Will your board be asking them when it makes its next decision? That is the question.

I hope the answer is yes.

Director Decision Making: A Sensible Approach is available at the NACD Bookstore complimentary for members, $15 for non-members. 

Boardroom Confidence Rebounds to Cautiously Optimistic

April 25th, 2013 | By

Since the financial crisis, uncertainty in regulatory activity has been the sole constant factor. Dodd-Frank, resulting activity from agencies such as the Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), and Federal Reserve, healthcare reform legislation, the JOBS Act, and now debates over the debt ceiling have kept those in the boardroom on their toes. Further, rarely have established economic indicators served as heralds of the market’s health—and this quarter proves no different. The metrics tell different stories: Executives think the economy is improving, but fewer mid-sized companies expect to increase capital spending. Consumer confidence fell nearly 10 points in March, but CEO confidence rose nearly 8 points in the first quarter. Similar to executives, directors are demonstrating optimism in the strength of the markets: the NACD Board Confidence Index (BCI) jumped almost 10 points in Q1 to an overall score of 61.

From one perspective, this improved confidence from both directors and executives may represent that business leaders have grown accustomed to the certainty of uncertainty. Despite insecurity caused by regulatory and geopolitical activity, the markets have shown slow but steady growth, which directors and executives seem more willing to bet on.

Looking at historical trends in director confidence, however, this first quarter jolt might not be much more than a blip. Consistently, the BCI score is most optimistic in the first quarter of the year. Throughout the rest of the year though, that optimism tends to dwindle and typically fails to reach that initial level. In 2011, Q1’s score of 64.9 lost more than one-quarter of its original value by Q3. In 2012, a similar trend occurred: the Q1 score of 60.6 dropped significantly, and each remaining quarter failed to regain such a level of confidence. In fact, in both 2011 and 2012 first quarter confidence was at least five points higher than the ensuing year’s average.

Interestingly, boardroom uncertainty may have manifested in a different metric—confidence in one’s own industry relative to the general economy. The first quarter of 2013 marks the first time that NACD’s BCI measure for overall board confidence in the market was substantially higher than the score for directors’ industries: 61 vs. 58, respectively. Since 2011, directors have scored their industry an average of 5.75 points higher than the overall index.

Although one could predict that this year will follow the observed trend of first quarter confidence dwindling through the rest of the year, several metrics show that boards may buck this trend. Setting it apart from prior first quarters, in Q1 2013, 36 percent more directors indicated their companies expected to expand their workforces in the next quarter. In comparison, those projecting to hire in Q1 2012 and Q1 2011 represented 14 percent and 16 percent declines from the previous quarters, respectively. Additionally, when asked about economic conditions in one year, directors responded with a relatively confident score of 65. The second quarter of 2013 will confirm whether this optimism is short or long term.