Index
A
Accounting expertise, on board
Accounting figures. See also Financial measures
Ace Insurance
Acquisitions and mergers: integration issues in; strategy and
Ad hoc committees
Adelphia
Administrative details: best practices in; time allocation for See also Board operations
Agenda: board; executive session; meeting; Twelve-Month;See also Focus on substantive issues
Airlines
Akers, J.
AlliedSignal
American Association of Retired Persons (AARP)
American Express
American Standard
Amersham
Analysts
Anheuser-Busch
AOL-Time Warner merger
Apple Computer
AT&T
Audit Committee; information exchange by; Sarbanes-Oxley provisions on; strategy and
Auditors, as information sources
Automakers
B
Baby Bells
Background-checking: of board candidates; of CEO candidates
Bad news: honesty about; as top board concern
Balance sheet analysis
Banco Popular
Bank of America
Bank of New York
Bank One
BankAmerica
Banks
Behavioral norms
Bell, C
Benchmarks
Benefits
BlackBerries
Board(s): composition of; continuing education of; emerging challenges to evolutionary phases of; failures of; transition in See also Ceremonial boards; Liberated boards; Progressive boards
Board briefing
Board-CEO relationship. See CEO-BOARD relationship
Board evaluation. See Self-evaluation
Board leadership See also Lead director
Board members. See Directors
Board operations
Board watchers
Boardroom presentations, by potential executives
Bogle, J.
Bonuses: cash; signing
Bookstore chain
Bossidy, L
Brand equity decline
Brazil, risk conditions in
Breakout groups, strategy
Breen, E.
Briefings: board; committee
Buffett, W.
Building blocks, for Progressive boards See also Focus on substantive issues; Group dynamics; Information architecture
Burlington Northern
Business mix
BusinessWeek
Buy-side analysts
C
Calpers
Campbell Soup
Candidates, board: criteria for; finding and assessing
Candidates, CEO: for emergency succession; insider, getting to know; leadership gene pool and; outsider, assessing See also CEO selection; Succession plan and process
Canon
Cantalupo, J.
Capital structure, financial health diagnosis and
Career growth opportunities
Carlton Communications
Carp, D.
Carrion, J.
Cash bonuses
Cash component, of CEO compensation
Cash flow: information about; monitoring financial health and; performance objectives and
Causal relationships, research on
Cell phones
Ceremonial boards: characteristics of; focus on substantive issues in; group dynamics in; information architecture in
Chair: chief executive officer as; as facilitator; responsibilities of lead director versus; role of See also Chief executive officer; Lead director
Chief executive officer (CEO): in Chair role; credibility of, with investors; direct reports of, review of; evaluation of; faltering; feedback to; investor concerns about; outgoing, on board; retired, on board; right, ensuring the; role of, in director selection; role of, in successor selection; role of, in transition to Progressive board; strategy blueprint from; in strategy immersion session; supporting a new; termination of; Twelve-Month Agenda setting with;
CEO-board relationship: in Ceremonial boards; division of responsibilities in; executive sessions and; with independent directors; information sharing in; lead director and; in Liberated boards; with new chief executive officer; power shift in, after Sarbanes-Oxley Act; in Progressive boards; strategy blueprint and; time management and; in transition to Progressive phase;
CEO compensation; annual meetings about; audit of; board education in; cash component of; consultants on; equity component of; framework for; investor concerns about; pay-for-performance schemes of; performance evaluation for; performance objectives and; philosophy for, defining; public scrutiny of; repayment of; severance; tasks for setting; as top board question;
CEO Feedback Instrument;
CEO selection; assessing candidates for; criteria definition for; getting to know insider candidates for; by Liberated boards; practices for; as top question for board; See also Succession plan and process
China, doing business in;
Cisco;
Citicorp;
Clean slate;
Cliques;
Closure, of board meetings;
Coalitions;
Coca-Cola Company;
Cognizant;
Colgate;
Collins, A.;
Colvin, G.;
Combined Code;
Comcast,
Committees: number and types of; reports from; rotating Chairs or membership of; strategy and;. See also Audit Committee; Compensation Committee; Governance Committee; Nominating Committee; Risk Committee
Commodity companies, CEO compensation in;
Communication: of bad news; of executive session outcomes; information architecture for; with investors; about Top Ten Questions; See also Dialogue; Information architecture; Reports
Compaq
Compensation, CEO. See CEO compensation
Compensation, undifferentiated
Compensation audit
Compensation Committee; challenge to; CEO performance evaluation with; compensation consultants and; compensation philosophy and; reports from; severance issues and
Compensation consultants
Compensation philosophy
Competition, internal
Competitive advantage: leveraging the board for; of Progressive boards
Competitive environment: information on, in board briefing; leadership competencies and; strategy and; as top board concern; See also External environment
Compliance role and work: Ceremonial boards and; delegation of, to committees monitoring for; time allocation for;
Confidentiality
Conflicts of interest
Conseco
Consultants, outside; compensation; counterbalancing; strategy
Contingency plans
Continuing education, for boards
Conversations: with potential CEO candidates; about Top Ten Questions; See also Dialogue
Corporate Library, Board Analyst database
Creative Artists Agency
Credibility, with investors
Credit rating
Crises: annual meetings about; place for, in agenda; reward for handling
Cronyism
Culture, organizational: employee surveys about; leadership development and; leadership gene pool and
Current information, in management letter
Customer satisfaction
D
Daft, D.,
Debt: compensation philosophy and level of; financial health and; information about, in board briefing; monitoring, as top board concern; risk and
Dell
Derivative shareholders
Devil’s advocate
Diagnostic questionnaire
Dialogue, boardroom: group dynamics in; hijacking of; lead director facilitation of; nitpicking in; in Progressive versus other boards; rules of engagement for
Dick’s Sporting Goods
Digital Equipment Corporation
Dimon, J.
Director outreach
Directors: chief executive officers as; continuing education for; criteria for; dissenting; finding and assessing; with group dynamics skills; independent; informal interaction among; of information; investor concerns about; peer evaluation of; site visits by; tainted; unwanted; See also Lead director
Discipline,
Discount retailer case example, of matching performance and compensation
Disney, R.
Disney
Dissenting directors
Diversity: in board; in CEO succession pool; in leadership gene pool
Divestiture
Dividend policy, investor concerns about
Donovan, D
Dot-com bust
Dow Jones
DuPont
Dun & Bradstreet
Dun & Bradstreet Reference Book of Corporate Management
Dunlap, A.
E
E-mail
Economics field
Effectiveness, of Liberated boards
Einstein, A.
Eisner, M.
EMC
Emergency succession
Emerging issues
Emerson Electric
Employee surveys
Enron
Environmental Committee
Epson
Equity analysts
Equity awards
Evaluation: board; CEO
Evolution, board. See Phases of board evolution
ExecuComp
Executive search firms
Executive sessions; closure of; management and; problems with; productivity of, as top board concern; topic selection for
External constituencies; See also Investors
External environment: compensation mix and; information reports on; leadership competencies and; strategy and; as top board question; See also Competitive environment
F
Facilitator, board meeting. See Lead director
Facilitator, strategy immersion session
Familial ties
FCC regulations
FDA regulations
Feedback, to chief executive officer: to ensure right leadership; from executive session; on strategy blueprint; who is faltering
Fidelity Investments
Financial health monitoring; board education for; diagnostics for; practices in; as top board concern
Financial information: in board briefing; management commentary on
Financial markets, education about
Financial measures; for diagnosing financial health; for performance evaluation; performance indicators and; for strategy monitoring
Financial models
Financial Times
FleetBoston
Focus on substantive issues; in Ceremonial boards; diagnostic on; in Liberated boards; need for; in Progressive versus other boards; Ten Questions Every Director Should Ask framework for; Twelve-Month Agenda for
Forbes annual executive survey
Fortune Boardroom Forum
Fortune magazine
Founding families
Fraud
FTC regulations
Fuente, D.
G
Galvin, C.
Garnier, J.-P.
Gatorade
General Electric (GE) / board of directors: agenda setting of; CEO-board relationship of; CEO compensation policy of; CEO selection and; group-dynamic practices of; information architecture of; leadership development of; as Progressive; self-evaluation interviews of; site visits of; strategy work of
General Foods
General Motors, “Guidelines of Corporate Governance,”
Geographic expertise, on board
Geographical risk
George, B.
Gerstner, L.
Ghoshal, S.
GlaxoSmithKline
Gold, S.
Golub, H.
Governance analysts
Governance Committee; board-member criteria review by
Governance Committee Chair: CEO performance review with; as facilitator; Twelve-Month Agenda setting with; unwanted directors and;
Granada Media
Grasso, R.
“Grasso Effect,”
Green, M.
Grinstein, G.
Gross margin
Group dynamics; board candidate skills in; board operations and; in Ceremonial boards; diagnostic on; information overload and; in Liberated boards; practices for; in Progressive versus other boards; small-group; in strategy immersion sessions
Grove, A.
Growth: liquidity versus; organic; sources of; as top board question
H
Harrison, W.
HealthSouth
Hedging
Hewlett-Packard
High-tech companies; CEO compensation in; liquidity of
Home Depot
Honesty: about bad news; in feedback to chief executive officer; in management’s board briefing
Honeywell
Human resources: compensation philosophy and; development of, as top board concern; information briefings on; strategy and; time allocation for; See also Leadership gene pool
Human resources (HR) department
I
IBM
Immelt, J.
IMS Health
Independent directors; CEO relationship with
Informal contact: among directors; with below-CEO-level leaders; for information exchange
Information architecture; in Ceremonial boards; channels of; defined; designing; diagnostic on; in Liberated boards; need for; operating performance measures in; in Progressive versus other boards; strategy and; See also Report formats; Reports
Information directors
Information overload
Information sharing, formal. See Communication; Information architecture; Report formats; Reports
Information sharing, informal
Information sources: for research on boards and governance; third-party
Insurance companies
Intel; acquisition decision of; information architecture of; investor communications of; leadership development at; site visits of; technology seminars of
Internal CEO candidates; leadership gene pool for
Internal competition
Interviews: board candidate; CEO candidate; director evaluation; small-group
Intrinsic value versus stock value
Investment bankers
Investor Relations Department
Investors; legitimate concerns of; listening to, sources of; short-term versus long-term; social networks of; strategy and; third-party influences on; working with;
ITV
J
James F. Reda & Associates
Job rotation
Johnson (Chair, PSS/World Medical)
Johnson & Johnson
JP Morgan Chase
K
King John
Kmart
Kodak
Koppes, R.
Kraft
Krebs, R.
Krol, J.
L
Lafley, A. G.
Lateral job moves
Lead director: board candidate interview by; CEO performance review and; CEO relationship and; choosing; disruptive directors and; facilitation role of; intermediary role of; site visits by; as strategy immersion session facilitator; Twelve-Month Agenda setting with
Leaders, below-CEO: boardroom presentations by; getting information about; informal contact with; in leadership gene pool; lower-level; recruiting outsiders for; in succession pool, getting to know
Leadership development
Leadership gene pool; board overview of; board sampling of; change and keeping relevant; diversity in; importance of; meetings about; time allocation for; as top board question; See also Succession pool
Legal responsibilities, board education in
Legal risks
Legislative risk
Lewis, K.
Lexmark
Liberated boards: characteristics of; CEO selection in; dangers of; education for; focus on substantive issues in; group dynamics in; information architecture in; Sarbanes-Oxley Act and;self-evaluations of; transition to
Liquidity: versus growth; monitoring; risk and;
Logistics, meeting;
London Business School;
Long-tail businesses;
Long-term capital projects
Long-term obligations See also Debt
Lucent
Luke, J.
M
Management: commentary by, in board briefing; executive sessions and; strategy blueprint from; in strategy immersion sessions; Top Ten Questions and See also Chief executive officer headings
Management letter
Market research firms
Market share information
Marketing expertise, on board
Matrix structure
McColl, H.
McDonald’s
McNerney, J.
MeadWestvaco
Mechanics; observable variables and
Media
Medtronic
Meetings: agenda development for; closure of; informal; length of; logistics of; sample checklist for; strategy immersion; time allocation in; See also Focus on substantive issues; Group dynamics; Strategy immersion sessions
Messier, J.-M.
Micronic Laser Systems AB
Microsoft
Milestones: CEO performance; strategy
Miller Brewing
Minow, N.
Monitoring; areas of; financial health; operating performance; risk; strategy; as top board concern
Monks, B.
Motorola
N
Nardelli, B.
National Association of Corporate Directors (NACD), Director of the Year
Nationsbank
NCNB
NCR
NDC Health, Annual Report and strategy blueprint
Nepotism
New Economy
Nitpicking
Nominating Committee
Norms, for group interaction
Nortel
Northrop Grumman
Nyberg, L
NYSE requirements
O
Observable variables
Off-balance-sheet financing
Office Depot
Oil companies
Operating performance monitoring
Organic growth
Organizational structure, leadership competencies and
Outside candidates: assessment of; recruiting, into lower leadership ranks
Ovitz, M.
P
Palmisano, S.
Pay for performance See also CEO compensation
Peer comparisons, for CEO compensation
Peer evaluation
Peer relationships
Pension funding
Performance information, in board briefing
Performance measures and indicators; in board briefing; board education in; for CEO compensation;; of intrinsic value versus stock value; long-term and short-term; for monitoring operating performance; research on board behavior and; strategy and; as top board concern
Performance objectives, CEO: compensation philosophy and; evaluating performance to; matching, with cash and equity; setting
PerkinElmer
Pharmaceutical companies
Phases of board evolution; diagnostic questionnaire on; differences among; See also Ceremonial boards; Liberated boards; Progressive boards
Philip Morris
Pitney Bowes
Political risk
Popular, Inc.
Positioning, business
Power problems
Power vacuum
Premature decisions: on CEO selection; in executive sessions
Prestige factor
Prime Computer
Priorities; See also Focus on substantive issues
Procter & Gamble
Progressive boards: best practices of, for adding value; building blocks of; characteristics of; CEO compensation set by; CEO selection by; composition of; examples of; focus on substantive issues in; group dynamics in; influencers and; information architecture in; investor relationships with; leadership gene pool and; monitoring functions of; operations of; other boards versus; strategy work of; succession process of; transition to
Promotion practices
PSS/World Medical board of directors: as Progressive; strategy immersion sessions of
Public scrutiny: Ceremonial boards and; of CEO compensation; as risk; trend toward; See also Investors
Q
Quaker Oats
R
Rabbit holes
Ratings agencies
Recession
Red flags: about chief executive officer; raised by analysts
Reda, J.
Reference checking: of board candidates; of CEO candidates
Reforms
Register of Corporations
Regulatory change
Report formats: board briefing; management letter
Reports: board briefing; committee; employee survey; leadership gene pool overview; management letter; strategy blueprint; See also Information architecture
Research, board and governance: agenda for; based on clinical observation of decision making; on causal relationships; framework of practices based on; limitations of observable variables in; sample size for; sources for traditional
Resource allocation: compensation philosophy and; information on, in board briefing; strategy and
Retention, of high-performers
Retirement benefits
Retreats, for strategy immersion sessions
Reward systems
Risk: annual meetings about; board education in; business; CEO compensation and; committee on; financial; legal; liquidity health and; monitoring; operating; strategy and; types of;
Risk Committee
Rohm and Haas
Rubber-stamping boards See also Ceremonial boards
Ruettgers, M.
Rules of engagement
Ryder Systems
S
SABMiller
Salary, base See also CEO compensation
Sandvik
Santa Fe Pacific
Sarbanes-Oxley Act; governance changes post-
SBC
Scandals: investor concerns and; public scrutiny and; Sarbanes-Oxley Act and
Scott, L
Search firms
Securities and Exchange Commission (SEC)
Seidenberg, I.
Selection, chief executive officer. See CEO selection
Self-evaluation; NYSE requirement for; of Progressive versus other boards
Self-interest
Semiconductor manufacturers
September 11, 2001
Severance pay
Shareholders. See Investors
Sherwin-Williams
Signing bonuses
Site visits
Small-group dynamics
Smith, D,
Snap-On
Social responsibility, investor concerns about
South African Breweries
S&P 500 companies: with founding families; total shareholder return comparisons to
Standard & Poor’s Compustat
Stanley Works
Stempel, R.
Stock options
Stock value versus intrinsic value
Strategy: board education in; board role in; board understanding of; building blocks of; compensation philosophy and; consensus on; essence of; external environment and; immersion sessions on; information architecture and; investor concerns about; leadership competencies and; linkages of, to other board work; money-making linkage with; monitoring; practices in; shaping and testing; time allocation for as top board question
Strategy blueprint; sample
Strategy immersion sessions;; breakout groups of; consensus in; facilitation of
Substantive issues focus. See Focus on substantive issues
Succession: assessing candidates for; emergency; internal candidates for, getting to know; investor concerns about See also CEO selection
Succession plan and process: board education in; leadership gene pool and; need for; as top board concern See also CEO selection
Succession pool: diversity in; getting to know See also Leadership gene pool
Sun Microsystems
Suppliers, Wal-Mart
Surveys: employee; evaluation
T
Technology education, for board members
Technology maps
Telecom company
Ten Questions Every Director Should Ask; managementboard communication about
Termination, of chief executive officer
Teslik, S.
THLee Putnam Ventures
3M
Time frame: for CEO compensation; for CEO performance results; for strategy immersion sessions
Time management See also Focus on substantive issues
Time Warner
Timken Company
Topics, for executive sessions See also Focus on substantive issues
Total shareholder return, as performance objective
Truck test
Trust: between chief executive officer and board; information architecture and
TRW
Twelve-Month Agenda
Tyco; CEO and Chair roles at
U
Unilever
Unisys
United Kingdom; non-executive Chairs in
Unwanted directors: dissenting directors versus; managing; recruiting and
Unwritten rules
Urgent concerns, in agenda
V
Value adding: best practices for; Ceremonial boards and; monitoring as; by Progressive boards
Vanguard Guard
Verizon
Vindictive ex-directors
Vivendi Universal
W
W. R. Grace
Wal-Mart; CEO-board relationship at; hypothetical discount retailer’s competition with; supplier pressures from
Wang Computer
Web sites, for information sharing
Weinbach, L
Weissman, B.
Welch, J.
What-ifs: to ask CEO candidates; of equity awards
WorldCom
X
Xerox
..................Content has been hidden....................
You can't read the all page of ebook, please click here login for view all page.