Financial Regulatory Forum

Advice for Chelsea Clinton: How to be a good board member

By Lucy P. Marcus
The views expressed are her own.

The high profile appointment of Chelsea Clinton to the board of IAC/InterActiveCorp comes at a time when the individual and collective performance of board directors is being scrutinized more thoroughly and more publicly than ever before. A good board can be rocket fuel or it can be rocks in an organization’s pockets. But what does a  new board member need to be active, engaged, and dynamic?

The principles are the same regardless of whether this is somebody’s first or tenth appointment, and their significance does not diminish with every new appointment either. Every boardroom has its own personality, its own cadence, and its own means of getting things done, and there is no way of knowing for sure how that works till you are around the table. But every board deserves the best from each of its members—long-serving and new alike.

The sooner new board directors are comfortable and familiar with the landscape in which their organization operates, with the challenges it confronts, the sooner they can make a meaningful contribution to the organization and help it deal with its current challenges as well as future-proof it.

Equally importantly, new directors need to become comfortable and familiar with the dynamic of the boardroom itself. A boardroom is, after all, a room of people who have to work together toward a common goal. The more comfortable everyone is, the more effective the group can be, so it is worth investing some time and effort into ensuring that new directors hit the ground running.

Trust your first impressions

When I join a board as a new director, my antennae are highly attuned. I take copious notes, and I often refer back to these first impressions and observations to avoid getting complacent and losing independence. These observations are not set in stone, but I’ve found my first instincts worth paying attention to.

Two hats or one: revisiting the role of board chair in Canada

By John Mackie

TORONTO, Aug. 23 (Business Law Currents) For institutions, regulators and investors, executives who wear two hats, such as CEO and chairman, are in an inherent conflict of interest. The situation is complicated further when roles are shared, such as in cases of co-chairs or co-CEOs.

One company that has been the center of this ongoing debate in Canada is Waterloo-based Research in Motion (RIM). In RIM’s case, the complexity is taken to an extreme, with co-CEOs who are also co-chairs. (more…)

Taiwan takes tough stance on corporate governance

By Patricia Lee

(Complinet) Taiwan’s Financial Supervisory Commission has stepped up enforcement of its corporate governance regulations by making it mandatory for listed firms and financial institutions to appoint independent directors and set up a remuneration committee. The latest regulations will carry a penalty in the event of any breaches, an FSC official told Complinet, speaking on condition of anonymity.

According to the FSC official, although the requirement to appoint independent directors was not entirely new, the commission’s latest move built on its existing corporate governance regulations. It further expands their reach to cover the entire spectrum of the financial services sector.

Securities investment trust enterprises and integrated securities firms which are not subsidiaries of a financial holding company, exchange- or over-the-counter-listed futures commission merchants, as well as exchange- or OTC-listed non-financial institutions each with a paid-in capital of at least NT$10 billion ($344.7 million), but not exceeding NT$50 billion ($1.7 billion), are the four additional types of firms in the financial sector now covered under the corporate governance regulations.

Corporate Governance: Staggered U.S. boards are endangered species

By Erik Krusch

NEW YORK, March 23 (Westlaw Business) – Classified boards may be moving towards the endangered species list, as investors and even management are hunting them down.

Valero and Biogen Idec’s management teams, for example, are recommending that shareholders approve amendments declassifying their respective boards. Other corporations, such as Alcoa and McDonald’s Corp, however, are fighting their shareholders’ attempts to level their staggered boards. It remains to be seen how many staggered boards emerge from this proxy season unscathed. (more…)

Equality provisions fail to add up in UK boardrooms (Westlaw Business)

 Burberry CEO Angela Ahrendts leads a discussion at the IHT Heritage Luxury conference in London 09/11/2010By Christopher Elias

Jan. 27 (Westlaw Business) With annual meeting season just around the corner in the UK, attention is once again turning to corporate governance issues and in particular, board composition, as a recent report from Cranfield University reveals that only 12.5% of FTSE 100 directorships are held by women.

With an overhaul of discrimination law provided by the Equality Act 2010, the importance of gender diversity in boardrooms has never been more profound and the new act strives to achieve better gender equality in companies among other things.

Recent developments seem to suggest, however, that the UK government has stepped back from imposing the full force of the act and will not be imposing mandatory gender quotas or compulsory gender pay reporting – bad news for Cranfield University who produced a damning report on gender diversity in FTSE 100 companies recently. (more…)

Top pay at bailed out U.S. companies to be cut – sources

Lawrence H. Summers, Director of the White House's National Economic Council, speaks about the a luncheon hosted by "The Economist" magazine at Pace University in New York October 16, 2009. (File Photo) REUTERS/Nicholas Roberts (UNITED STATES BUSINESS POLITICS) By Karey Wutkowski and Steve Eder
WASHINGTON/NEW YORK, Oct 21 (Reuters) – Top earners at financial and auto companies bailed out by the U.S. government will see their pay slashed under an Obama administration plan aimed at addressing public outrage over eye-popping paychecks, two sources familiar with the matter said on Wednesday.

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INTERVIEW-Delaware judge sees “symbiotic” relations with U.S. government on corporate law

By Tom Hals
WILMINGTON, Del., Oct 16 (Reuters) – Delaware will preserve its “symbiotic” relationship with the federal government on corporate law, even as Washington takes an activist role on American business, said the newest member of the state’s corporate law court.

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US SEC won’t finalize proxy access for board nominations until early 2010

Mary Schapiro, chairman of the Securities and Exchange Commission (file photo) WASHINGTON, Oct 2 (Reuters) – Finalizing a controversial proposal to give U.S. investors a cheaper and easier way to nominate corporate directors is taking longer than expected and securities regulators will not vote on it until early in 2010.

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Expanded US financial regulation to benefit consultants

By Sweta Singh
NEW YORK, July 29 (Reuters) – Expanded regulation of the U.S. financial sector could prove a bonanza in 2010 for Navigant Consulting Inc and other firms that help companies handle investigations.
Navigant and rivals Huron Consulting Group Inc, FTI Consulting Inc and CRA International Inc provide experts, including lawyers, to help companies deal with regulatory probes. (more…)

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