Directors' etiquette in a changing boardroom: the dynamic in the boardroom--and outside of it--may be somewhat different than in the past, but the core issues of what constitutes good governance and a high-performing board are unchanged.
IN THE POST-ENRON, post-Sarbanes-Oxley era, boards are under more pressure than ever to be independent from management and to possess consummate financial expertise. While there is no shortage of information about the new regulations and the measures companies must take to comply, little is heard about how these changes...

Environmental cover takes center stage. (Environmental).
Events over the last year--as well as speculation about a possible chemical terrorist attack--have highlighted the importance of environmental insurance as a core element of any risk management program. The tragic events of September 11, 2001, together with the recent turbulence surrounding financial disclosure have had significant...

Signs of poor governance: how does one tell if a particular company's governance health is really much poorer than it appears? If the directors and officers recognize these warning signs. (Board Process).
THE RULES that define good governance are complicated, and getting more so. They are based on court decisions, federal and state statutes and regulations, stock exchange rules, blue-ribbon committee recommendations, accounting industry principles, lessons from Enron and other failures, and custom, practice, and personal experiences. The subject can be...

Portrait of boards on the cusp of historic change. (Spencer Stuart: Governance Letter).
A more targeted approach to selecting directors...increased pay for audit committee service...a wave of director retirements...these are just some of the brewing trends documented in the latest Spencer Stuart Board Index. IT HAS BEEN a rocky ride for many companies -- and their investors -- during the...

PriceWaterhouseCoopers.
A new era of corporate reform demands that boards of directors reassess their existing practices. With some of the largest corporate failures in American history having put the spotlight on today's boardrooms, there is no doubt that the public now expects far more from directors in terms of guiding...

Access denied! Competing board candidates on one proxy card? Let's untwist this analytical pretzel.
SHOULD SHAREHOLDERS have the right to compel inclusion in the company's proxy statement of their own slate of director-candidates? I am not referring to traditional contests waged through a separate, dissident proxy statement or situations where a particular shareholder or group of shareholders is empowered, by contract,...

COSO: the rise of the phoenix? For guidance on standards and systems of internal control, you may need to dig into a decade-old report.
ON JUNE 5, 2003, the SEC adopted yet another rule in a series that implements the Sarbanes-Oxley Act of 2002. The new rule corresponds to Section 404 of the Act, which directed the Commission to promulgate rules requiring public companies to include an internal control report in their annual...

Financial reporting: the abuse-prone areas: a refresher on those elements of financial reports that are most vulnerable to impropriety, along with suggestions for avoiding deception.
CONCERNS HAVE BEEN VOICED that the new regulations in the Sarbanes-Oxley legislation, as well as the new listing requirements of the various stock exchanges, may expose audit committee members to differential and higher levels of liability despite assurances to the contrary by the SEC. While there is no impenetrable...

Is Schadenfreude a good thing?
HAS THERE EVER been a defendant as thoroughly unsympathetic as this month's cover gal, Martha Stewart, currently in trouble for selling stock in the pharmaceutical company ImClone? I suspect that on some level we're all rooting for the doyenne of domesticity to get sent to the slammer--and...

The Internet and Financial Reporting.
The insurance industry is awash in paperwork, much of which is generated from communication of business-related information. A new language, XBRL, aims to standardize business and financial reporting information/terms for use over the Web/Internet. Dramatic change is evident everywhere in how companies communicate with investors, customers, suppliers,...