Boardroom INSIDERsm

Article Index Please check article reprints you wish to receive, and then see ordering information at the bottom of this page. Articles average 350 to 550 words, and the first in each issue is that month's editorial. October, 1997 BOARD MAILINGS: BROWNING-FERRIS USES "BITE-SIZED" SERVINGS TURBOCHARGING YOUR AUDIT COMMITTEE Q&A: Easing out the "seat occupier." BANK OF AMERICA'S TOUGH BOARD EVALUATION PLAN STRENGTHENING THE BOARD'S INFO PIPELINE ARE TIME BOMBS IN YOUR BOARD MINUTES? BOARD WANNABES: THREE HOT TICKETS THAT STAND OUT   November 1997 THE BOARD MEETING BEFORE THE BOARD MEETING HOW ONE COMPANY MAKES THE "LEAD DIRECTOR" WORK QUICK TIP: FINDING GOOD DIRECTORS BOARD COMMITTEES: DIVIDE AND CONQUER BOARDROOM BITS: DON PERKINS Q&A: When you're the "lone voice" on the board CORPORATE COUNSEL AND THE BOARD: 3 TIPS BOARD WANNABES: YOUR TOUGHEST SALE   December 1997 ADMINISTERING YOUR BOARD: HOW TO's 4 TRICKS FROM THE BUSIEST DIRECTOR CALL A HUDDLE FOR YOUR OUTSIDER DIRECTORS BOARD LEGAL COMPLIANCE OVERSIGHT: 5 TIPS BOARD WANNABES: 3 STEPS TO VISIBILITY SETTING INSIDER STOCK TRADING POLICY Q&A: Healing board factions   January 1998 4 HIDDEN GOVERNANCE LIABILITY TRAPS THE STARTUP BOARD TRY A 2-DAY BOARD MEETING SETTING (AND KEEPING) YOUR AGENDA - 5 TIPS A "MUST HAVE" FOR YOUR AUDIT COMMITTEE 4+ D&O INSURANCE MONEY SAVERS Q&A: When your CEO is the problem   February 1998 5 TIPS FOR GROWTH COMPANY BOARDS GOVERNANCE COMMITTEE "HOW-TO'S" THE FAMILY BUSINESS BOARD CEO JOB DESCRIPTIONS AFTER THE IPO: 6 QUESTIONS Q&A: Board meeting "surprises"   March 1998 YOUR BOARD AND THE ANNUAL REPORT: 3 TIPS CONSIDER AN "ADVISORY BOARD" BOARD STRATEGY SETTING TOOLS A "CHANGE OF STATE" FOR YOUR BOARD? FIVE HINTS FOR PUTTING YOUR BOARD ONLINE Q&A: The CEO's legal "problem"   April 1998 PUTTING YOUR BOARD RETREAT TO WORK ONLINE FIND: GREAT "BOARDROOM 101" TIPS 4 WAYS "RULES OF ORDER" WORK FOR YOU 10 STEPS TOWARD BOARD EVALUATION MERGING 2 BOARDS: HOW WE DID IT Q&A: Are director chats "treasonous?"   May 1998 BREAKING IN NEW DIRECTORS A BOARDROOM BOOST FOR WOMEN 3 TIPS FOR POWER BOARD RECRUITING BOARD LIABILITY: OVERSIGHT VS. "OVERSIGHT" BOARDROOM BITS: CHARLES ELSON ONLINE FIND: KEEPING TRACK OF YOUR OPTIONS BOARD WANNABES: A BOARD CAREER MOVE Q&A: The case of the missing directors.   June 1998 BOARDS & MERGERS: 3 TIPS FAMILY BOARD TRANSITIONS ONLINE FIND: GREAT NONPROFIT BOARD STUFF NEW DIRECTOR "HAZING" AT MALLINCKRODT 4 DIRTY LITTLE BOARDROOM SECRETS 2 BOARD TRAINING FINDS BOARD SEATS: HOW MANY ARE TOO MANY? Q&A: CEO "evaluation shyness"   July 1998 TWO CHEERS FOR CHAINSAW AL DUNLAP? HOW ONE NEW CEO TURNED A BOARD AROUND 4 SMART COMPENSATION COMMITTEE TIPS MAKE YOUR BOARD AN ALLIANCE "MATCHMAKER" DON'T FORCE YOUR NON-PROFIT TO ACT LIKE A FOR-PROFIT BOARD INVESTIGATIONS: 4 DANGERS Q&A: Board search "red flags"   August 1998 GM: BOARDS AND STRIKES JOHN SCULLY: OUR BOARD'S CEO SEARCH 3 GREAT ONLINE FINDS FOR YOUR BOARD 6-POINT CHECKLIST FOR GOVERNANCE GUIDELINES 4 TIPS FOR SMARTER, STRONGER AUDIT COMMITTEES HOW WE MAKE CEO EVALUATION SUCCEED Q&A: When divorce hits the boardroom   September 1998 RETURN OF THE BOARDROOM REVOLTS? BOARDS AND CORPORATE COUNSEL - 5 IDEAS DELPHI'S "CLEAN SHEET OF PAPER" BOARD STOCK SPLITS? BUYBACKS? HOW DO DIRECTORS DECIDE? HOW IDEALAB! "MASS PRODUCES" BOARDS ANNUAL MEETINGS: WHO DOES WHAT? Q&A: Boardroom bulls vs. wallflowers   October 1998 MAKING YOUR BOARD AN "ALL-STAR" TEAM HOW BOARDS GET ROLLED ON CEO PAY 4 WAYS IR TALENT CAN BOOST YOUR BOARD... ... OR, HOW ABOUT A CFO? 3 SOFTWARE FINDS FOR BOARDROOM SUPPORT BOARDROOM BITS: WARREN BATTS 2 GREAT NONPROFIT FINDS EURO GOVERNANCE PROGRAM IN DECEMBER Q&A: Our "Need-To-Know" CEO   November 1998 CEO SUCCESSION: WHY THE BOARD BELONGS REPORT: BOARDS AND CEO SUCCESSION A FREE AUDIT COMMITTEE FIND BOARD WANNABEES: 5+ TIPS FOR WOMEN HANDY "HOW-TO" FOR NON-PROFIT GOVERNANCE COMPAQ'S CD "BOARDROOM BUNDLE" VENTURE CAPITAL SAVVY ONLINE Q&A: How Do I Interview Board Prospects?   December 1998 A GLOBAL GOVERNANCE CARE PACKAGE? TOP 5 BOARDROOM BONERS D&O INDEMNIFICATION - 3 DANGERS! AN ONLINE AUDIT COMMITTEE CHECKLIST BUILD BOARD PAY INTO YOUR RETIREMENT A BOARDROOM "HOW-TO" BOOK FIND Q&A: Does Size Matter in the Boardroom? January 1999 A BOARDROOM TIME/MOTION STUDY? BI BACK ARTICLE INDEX ONLINE HEADS UP ON SEC AUDIT COMM CHANGES 4 GREAT BOARD TIMESAVERS STEPPING INTO THE FAMILY BOARDROOM EXECUTIVE COMMITTEES: A DINOSAUR? SUBSIDIARY BOARDS - 5 THINGS TO REMEMBER A NONPROFIT BOARD MATCHMAKING FIND Q&A: The Pop-Up Director   February 1999 A (BOARD)ROOM OF HER OWN... THE BOARD AND Y2K: 4 POINTS 4+PARLIAMENTARY POWER TOOLS A BOARD "WRANGLER": HOW AM EX DOES IT CLOSELY HELD COMPANIES - 3 BOARD TIPS THE BOARD AS A PERFORMING ART Q&A: He Said/She Said in the Boardroom   March 1999 AUDIT COMMITTEES VS. AUDITORS 5 WAYS TO BRING YOUR AUDIT COMMITTEE UP TO SPEED AN AUDIT COMMITTEE TRAINING GEM TAKE A LETTER TO THE SHAREHOLDERS 4 TIPS FOR POWER BOARD RETREATS BOARD RETIREMENT: WHO DOES WHAT? LAUNCHING YOUR NEW BOARD: 6 "DO's" Q&A: The Board Blowup   April 1999 FEWER DIRECTORS, MORE OVERSIGHT, LESS TIME... YOUR BOARD TIME COMMITMENT:6 CLUES *AFTER* THE ANNUAL MEETING HOT ANNUAL MEETING GOVERNANCE TOPICS 5 BOARD "DUTY OF LOYALTY" CHECKPOINTS ONLINE FIND: GOVERNANCE GUIDELINES HOW ABOUT AN "ADVISORY" BOARD Q&A: When is it OK to resign from a board?   May 1999 BOARD "CREATIVE DESTRUCTION" AT COMPAQ LATEST TRENDS FOR THE COMP COMMITTEE 4 WAYS STARTUPS CAN PUT BOARDS TO WORK TURN DIRECTORS INTO "FLOORWALKERS" BOARDS AND IR: MOTOROLA SHOWS 'EM OFF TO ANALYSTS BOARD PAY -- 6 HOTTEST TRENDS GOVERNANCE WEBCAST COMING UP Q&A: The AWOL Director June 1999 DOES YOUR BOARD PAY ITS OWN WAY? HOW WE KEEP OUR BOARD POSTED ON TECH ISSUES; 4 TIPS AUDIT COMMITTEE FRAUD HUNTING: 5 CLUES ONLINE FIND: BOARD COMP SOFTWARE WHAT IS YOUR DIRECTOR "JOB STATUS?" NEW NONPROFIT BOARD HELPER Q&A: The Bulging Boardroom   July 1999 DIRECTOR RECRUITMENT AND BOARD TABOOS "HELP WANTED" ADS FOR THE BOARDROOM? PAYING YOUR CEO - 5 HOT TRENDS THE CFO AND THE BOARD - 4 IDEAS 6 WAYS TO SCREW UP CEO EVALUATIONS ONLINE FIND: WRITE YOUR OWN BOARD MANUAL 5 STEPS TOWARD BOARD BENCHMARKING Q&A: The Board Meeting Info Dump   August 1999 THE BEST BOARDS YOU'VE NEVER HEARD OF 5 GREAT IDEAS FOR BETTER BOARD LOGISTICS BOARD INFO - WHAT TO KEEP AND WHAT TO TOSS MO SIEGEL ON WHEN FOUNDERS SHOULD STEP DOWN 4 BOARD COMMUNICATIONS BREAKDOWNS ST. JUDE MEDICAL'S 4 STEP CEO EVALUATION Q&A: How much boardroom networking is too much?   September 1999 BOARD ORIENTATION FOR THE NEW CEO 4 WAYS BOARDS FUMBLE CEO SUCCESSION 5+ IDEAS FOR WORKING WITH INTERNAL AUDIT THE BOARD AND Y2K-THE MORNING AFTER BOB LUTZ'S "FREQUENT FLIER" TEST FOR BOARD INFO INSIDE DIRECTORS: ENDANGERED? ONLINE FIND: GETTING A HANDLE ON D&O RISK Q&A: Going behind the CEO's back? October 1999 THE PERSONAL BOARDROOM: OPRAH OR JERRY SPRINGER? NEW GUIDELINES THAT YOUR AUDIT COMMITTEE MUST KNOW HOW OUR FAMILY BUSINESS "NON-BOARD" SUCCEEDS CORPORATE COUNSEL AS A BOARD MINUTES "BOMB SQUAD": 4 TIPS WHAT'S HOT (AND NOT) IN FIGHTING TAKEOVERS 4 SECRET WEAPONS FOR GREAT BOARD ADMINISTRATION GREAT BOARD ADMIN GOODIES FROM THE FOLKS WHO KNOW Q&A: When Your Board Stops Trusting You.   November 1999 "LAYING DOWN THE LAW" IN THE BOARDROOM A BOARDROOM PRO'S 5 GOVERNANCE GEMS 5+ STEPS FOR SETTING YOUR BOARD DISCLOSURE POLICY STAFFING YOUR BOARD: THE PFIZER WAY A GOVERNANCE GUIDELINE HELPER FROM ISS BOARD ISSUES FOR YOUNG CEOS ONLINE FIND: A NEW BOARDROOM NEWS SOURCE Q&A: When the Founder and the CEO Clash December 1999 IS A BOARDROOM MELTDOWN IN THE WORKS? 4 WAYS TO COPE WITH THE BOARDROOM TALENT PINCH FAMILY BUSINESS BOARDS + SUCCESSION PLANNING =? TRY AN "EMERITUS BOARD" FOR EASING OUT DIRECTORS HOW TO HANDLE THOSE INSIDE DIRECTOR BLUES BOARD ORIENTATION AND EVALUATION BLUEPRINTS FROM BI Q&A: The Inside Director's Dilemma January 2000 THE SEC'S NEW AUDIT SHAKEUP 4+ TIPS FOR WRITING YOUR AUDIT COMMITTEE CHARTER HOW STARTUPS BOOM WITH A "GOLDEN DIRECTOR" THE SURPRISING RULES OF BOARDROOM ETIQUETTE 5 WAYS TO MAKE BOARD PRESENTATIONS LESS SCARY BOARDROOM "HELP WANTED" AD - A FOLLOWUP HOW BOARDS CAN KEEP CEO SUCCESSORS HAPPY Q&A: Second Thoughts on Our CEO's Successor   February 2000 AOL/TIME-WARNER: NEW BOARDS VS. OLD BOARDS ROBERT LEAR ON HOW TO IRK BOARD MEMBERS PUTTING AUDIT COMMITTEE REFORMS TO WORK: 5 TIPS DIRECTOR EDUCATION THE SEAGRAMS WAY ESTHER DYSON: SHAKING UP INBRED BOARDS 7 WAYS TO AVOID MERGER BLUNDERS Q&A: Our Board Second Guesses Our Committees    March 2000 SPECIAL REPORT: BOARDROOM LEADERSHIP WALTER WRISTON: HOW A BOARD LEADER LEADS 4 CEO COACHING TIPS FOR BOARD LEADERSHIP Y-R CHAIRMAN ED VICK'S 4 RULES OF BOARD POLITICS EFFECTIVE BOARD MEETINGS: 4 LEADERSHIP TIPS HOW THE GE BOARD BUILDS LEADERS Q&A: When You're CEO but Not the Chairman   April 2000 COMMITTEES - THE NEXT BOARD REFORM 5 WAYS TO MAKE LEAD DIRECTORS WORK 4 TIPS FOR BEEFING UP YOUR COMMITTEES THE NEW, IMPROVED NOMINATING COMMITTEE A "SHOPPING LIST" FOR BUILDING YOUR BOARD A HOT TWIST ON THE ADVISORY BOARD IDEA CHECK OUT THIS NEW ONLINE ACTIVIST FUND Q&A: What's Fair Pay For Our CEO?    May 2000 JUDGMENT DAY FOR DOT.COM BOARDS? WHY INVESTORS LOVE OUR GOVERNANCE GUIDELINES 3+ WAYS TO CUT THE COSTS OF ANNUAL MEETINGS YOUR BOARD AS A MATCHMAKER: 4+ TIPS 5 BOARDROOM FLASH POINTS FOR YOUNG COMPANIES 21ST CENTURY BOARD LIABILITY THREATS Q&A: Attracting Names to Our Advisory Board     June 2000 DIRECTORS: INSIDERS LOOKING IN - AND OUT WHAT DIRECTORS SHOULD LOOK FOR IN THE NUMBERS 5 TIPS FOR THE BOARDROOM NOVICE HOW THE BOARDROOM CAN MAKE YOU CRAZY JUDGING THE COMPANY WEB PRESENCE: 5 TIPS TELEPHONIC BOARD MEETINGS: KEEPING IT LEGAL Q&A: Director Self Dealing? July 2000 ARE YOUR DIRECTORS TECH LAGGARDS? 5 HOT BOARD TECH TRENDS ADVISORY BOARDS - HOW MUCH DO YOU PAY? THE FAMILY BUSINESS ADVISORY BOARD 4 TIPS FOR CREDIT UNION BOARDS JOIN THE ONLINE BOARDROOM DEBATE Q&A: Is it Time to Sack Our CEO?   August 2000 HELP FOR OUR BOARDROOM VIRGINS 5 CURES FOR THOSE "FIRST BOARD BLUES" CONSENT AGENDAS - GOOD, BAD OR UGLY? 4 IDEAS FOR QUICKER (AND BETTER) BOARD MEETINGS 4 FOLKS YOU DON'T WANT ON YOUR BOARD SHIRLEY YOUNG'S BOARDROOM "MUST HAVES" Q&A: How Do We Pay Our Separate Chairman?   September 2000 BOARD IDEAS: GRAB 'EM WHERE YOU CAN PRIVATE COMPANY BOARDS - PLUSSES AND MINUSES... ... AND WHO DO YOU WANT FOR YOUR PRIVATE BOARD? ADVISORY BOARDS - 5 VALUE ADDED TIPS WHAT YOU MUST KNOW ON REGULATION FD SEC AUDIT CHANGES - HOW HAVE BOARDS RESPONDED? Q&A: Sleuthing From the Boardroom?   October 2000 COMPAQ AND MICROSOFT - BACK TO THE BAD OLD DAYS? WHEN YOUR IPO GOES SLO-MO: 5 BOARD TIPS IS YOUR BOARDROOM DATA SAFE? "FINANCIAL LITERACY" AND AUDIT: WHAT TO EXPECT 4 NEW OPTIONS FOR YOUR OPTIONS ANOTHER ADVISORY BOARD GEM Q&A: Gloomy Gus in Your Boardroom     November 2000 YOUR BOARD - MENTOR OR MONITOR? BOARDROOM NOVICE ERRORS - AN SOLUTIONS THE NEW BOARD/STAFF ETIQUETTE BOARD BUILDING TIPS FROM INC'S #1 GROWTH COMPANY 5 TIPS FOR SAVVY BOARD TRAVEL BOARD ORIENTATION INFO - PHELPS DODGE Q&A: When the Founder Wants to Let Go - But Can't December 2000 CAN BOARDS BE TOO POWERFUL? 4 WAYS BOARDS CAN TAKE CONTROL OF M&A BOARD SEARCHES - WHAT'S HOT FOR 2001 A BOARD "GOVERNANCE STYLE" AUDIT A BOARD CONFLICT RESOLUTION HELPER BOARDROOM "GENERATION GAP?" Q&A: How Can Our Board Find Good Diversity Candidates?   January 2001 RESTOCKING YOUR DIRECTOR TOOLBOX BOARDROOM TIMESAVERS-Part 1 SURVIVING THE BOARDROOM "CRISIS" 5+ TIPS FOR AUDIT COMMITTEES Q&A: Father Vs. Son in the Boardroom February 2001 BOARDS: CAN'T LIVE WITH 'EM... 4 BOARD EVALUATION PROBLEMS - AND SOLUTIONS CEOS: THE SMARTEST PHONE CALL YOU CAN MAKE 7 MOST COMMON AUDIT COMMITTEE BREAKDOWNS UPDATE YOUR AUDIT COMMITTEE AGENDA FAIRNESS OPINIONS - A BOARD BRIEFING "MY MOST AWKWARD BOARDROOM MOMENT Q&A: Mentoring From the Boardroom March 2001 BILL CLINTON IN YOUR BOARDROOM? 7+ BOARD RISK MANAGEMENT QUESTIONS WHEN YOUR OPTIONS SINK UNDERWATER HOW-TO IDEAS FOR GLOBAL DIRECTORS BANKRUPTCY AND YOUR BOARD: 6 RULES Q&A: "Board Coaching" for the New CEO April 2001 THE NEW BOARDROOM FACES RECESSION REG. FD'S HIDDEN INSIDER STOCK STRATEGY 4 ANNUAL MEETING "MUSTS" FOR YOUR BOARD BOARDROOM TIMESAVERS - Multitasking A BOARDROOM "BILL OF RIGHTS" HOW DIRECTORS CAN HELP IN A CEO SEARCH Q&A: A Family Business Boardroom Go-Between May 2001 WILL THE U.S. FACE A BOARDROOM "TRADE DEFICIT?" BOARD EVALUATION - LIABILITY DANGERS? HOW TO FIGHT CEO SEVERANCE BATTLES BOARD INCENTIVE PAY - PLUS AND MINUS 12 TASKS FOR THE EFFECTIVE AUDIT COMMITTEE Q&A: "Weeding Out" Weak Board Members June 2001 DOES A SINGLE DIRECTOR MAKE A DIFFERENCE? YES! RELUCTANT BOARD CANDIDATES-FRIENDLY PERSUASION AGENDA LIFESAVERS, BIG AND LITTLE EXCELON'S EXCELLENT BOARD PLANNING/AGENDAS 5 WAYS TO BEAT THE COMING D&O PRICE SHOCK 4 HARD TRUTHS FOR THE TURNAROUND BOARD Q&A: What if I Vote No? July 2001 WHY CORPORATE BOARDS SUCK 5 CLUES TO YOUR BOARDROOM "PECKING ORDER" 6 ELEMENTS OF AN IDEAL AUDIT COMMITTEE THE EARNINGS MANAGEMENT CRACKDOWN THE 5 M&A QUESTIONS YOUR BOARD MUST ASK SUBSIDIARY BOARDS - KEEP IT FORMAL Q&A: Is Our CEO Headed Over the Edge? August 2001 HOW DO YOU MEASURE CORPORATE BOARDS? NEED BOARDROOM YARDSTICKS? HERE ARE 5+ HANDY ONLINE AUDIT "FINANCIAL LITERACY" TEST BOARDROOM TIMESAVERS - Part 3 TEMPTING CFOS TO YOUR AUDIT COMMITTEE-5 LURES 5 WAYS BOARDS DRIVE CEOS NUTS Q&A: How Old is Too Old on the Board? September 2001 PREDICTIONS FOR THE FUTURE BOARDROOM BI HELPERS FOR AUDIT COMMITTEE GUIDELINES... ... AND FOR SETTING YOUR AUDIT AGENDA 4 TIPS FOR WORKING WITH BOARD SEARCH FIRMS BOARD WANNABES - YOUR STRATEGIES FOR 2002 ONLINE BI GOVERNANCE GUIDELINE RESOURCE Q&A: Building "Chinese Walls" Between Your Boards October 2001 CORPORATE GOVERNANCE IN "WARTIME" HOW ENTERGY WIRED ITS BOARD-5+ IDEAS DENNIS KOZLOWSKI'S BOARD TIPS FOR NEW CEOS A ONE-DAY DIRECTOR ORIENTATION BLUEPRINT SETTING YOUR BOARDROOM "TIME BUDGET": 4 TOOLS ON THE HORIZON: VARIABLE BOARD COMMITTEE PAY? Q&A: When Should a Director Bail Out? November 2001 ON FIRING THE CEO HOW BOARDS JUDGE MERGERS NOW - 5 TIPS GOVERNANCE COMMITTEES: HOW TO BUILD ONE... ...AND WHAT IT SHOULD DO DON'T GET BITTEN BY BOARDROOM EMAIL WHEN A DIRECTOR TAKES OVER AS CEO Q&A: Is This Who We Really Want As CEO? December 2001 WHEN BAD THINGS HAPPEN TO GOOD BOARDS HOW ABOUT A NEW DIRECTOR "PROBATION" PROGRAM? WILL BOARDS CLAMP DOWN ON GOLDEN PARACHUTES? 4 FRESH IDEAS FOR DEFERRED BOARD PAY BOARD PRESENTATIONS - 5 LIFESAVERS Q&A: Can This Director be Salvaged? January 2002 2001'S BIGGEST BOARDROOM BONERS FAMILY FEUDS: THE H-P/COMPAQ DEBACLE HOW NOT TO BLOW EVALUATION FOLLOWTHROUGH IS YOUR CEO OVERSTRETCHED-5 CLUES CHAT WITH FORD'S CORPORATE GOVERNANCE DIRECTOR Q&A: Defining a "Change in Director Job Status" February 2002 SPECIAL REPORT-ENRON AND THE AUDIT CRISIS 5 QUESTIONS YOUR AUDIT COMMITTEE MUST ASK WATCH FOR THESE 4 AUDIT RED FLAGS ON THE HORIZON: FINANCE COMMITTEES 6 TIPS FOR YOUR AUDIT/STAFF "PIPELINE" COMING TRENDS IN AUDIT COMMITTEE TALENT ONLINE FINDS: AUDIT INFO LINKS March 2002 THE DAY GOVERNANCE MADE HEADLINES 5 TOUGH QUESTIONS ON AUDITOR INDEPENDENCE 4 URGENT BOARDROOM TIMESAVERS BARBARA FRANKLIN'S BOARDROOM DIARIES ASSESSING YOUR INTERNAL CONTROLS 2001 ANNUAL REPORTS: FAT, LATE AND NERVOUS Q&A: Whistleblowers and the Board April 2002 THE NEW GOVERNANCE: QUESTIONS, QUESTIONS.. 5 "MUST-ASK" BOARD LIABILITY QUESTIONS FIRST POST-ENRON AUDIT COMMITTEE MEETING STARTING FRESH WITH YOUR AUDIT FIRM - 6 TIPS HOT BOARD QUESTIONS AT YOUR ANNUAL MEETING ADD THESE GOVERNANCE WEBSITES Q&A: Dollars, Sense and Board Retirement May 2002 "SPRING CLEANING" IN THE BOARDROOM PAINLESS WAYS TO SWITCH AUDIT FIRMS BOARD DOCUMENTS -THINK BEFORE YOU SHRED DAIMLERCHRYSLER'S NEW "CHAIRMAN'S COUNCIL" BRING NEW AUDIT COMM MEMBERS UP TO SPEED FAST 4 TIPS FOR CEO LOANS Q&A: When You're the First Woman in the Boardroom June 2002 DIRECTORS - WHO NEEDS THE GRIEF? AUDIT COMMITTEE DISCLAIMERS - DO'S AND DON'TS 3 SMART, DUMB D&O QUESTIONS YOU SHOULD ASK INTERIM CEOS AND YOUR BOARD-5 RULES BOARDROOM TIMESAVERS-PUTTING STAFF TO WORK BOARD INVESTIGATIONS, STEP BY STEP Q&A: I've Been Elected an Inside Director... Hooray? July 2002 "UGLY AMERICAN" CORPORATE GOVERNANCE "MY IDEAL BOARD BOOK" WHAT THE NYSE PROPOSALS MEAN FOR YOUR BOARD ARE YOUR DIRECTORS "INDEPENDENT?" - 4 TESTS 5 BANKRUPTCY QUESTIONS BEFORE YOU FILE BOARDROOM TIPS FROM TOP EXECUTIVE ASSISTANTS Q&A: Fitting Into the Merged Boardroom August 2002 FEDERAL BOARD REFORMS-WRONG TOOL/ WRONG JOB? NEW REFORM LAW - A BOARD SUMMARY... ...A CLOSEUP ON THE AUDIT COMMITTEE CHANGES HICKS WALDRON: AVOIDING BOARD SCANDALS 4 NEXT TRENDS FOR YOUR COMP COMMITTEE YOUR BOARD NETWORKING STRATEGY Q&A: The Board/CEO Balance of Power September 2002 WHAT'S WRONG WITH BOARDS? (A FIERY FABLE) NEW SEC INSIDE TRADE DEADLINES-5 MUST-KNOWS 5 GREAT AUDIT COST CUTTERS BIGGEST CEO EVALUATION MISTAKES (AND FIXES) 4 CURES FOR AUDIT COMMITTEE ILLS ONLINE FINDS: GOVERNANCE COMMITTEES, ETC. BOARDS CAN HELP AVOID FINANCIAL RESTATEMENTS Q&A: How Does Our Company Look From the Outside? October 2002 WILL THE CEO/CHAIR SPLIT FINALLY HAPPEN? COMING SOON - A BOARD BUDGET EXPLOSION? 4 NEW RULES FOR YOUR COMP COMMITTEE BOARDS AND CORPORATE COUNSEL-GETTING CLOSER ONLINE FINDS - AUDIT COMMITTEE CHARTERS ONLINE FINDS2 - ONLINE BOARD LEARNING Q&A: Avoiding Director Conflicts of Interest November 2002 PITT, WEBSTER AND THE NEW BOARDROOM "STAIN" OUTSIDE DIRECTOR SESSIONS - 5 HOW TO'S THE NEW EXEC LOAN BAN - A FEW SURPRISES OVERHAULING YOUR AUDIT COMMITTEE... ...AND HOW AUDIT MEETS HOW ABOUT A "NO COMMITTEE" BOARD? Q&A: Time to Shake Up Our Board Pay? December 2002 THE LOOMING BOARDROOM "TALENT GAP" RECRUITING NEW DIRECTORS - 6 RULES A FAIR (AND EFFECTIVE) FAMILY FIRM HIRING POLICY IRA MILLSTEIN ON SHAKING UP GOVERNANCE AHEAD OF THE CURVE - "CUSTOMIZED" D&O POLICIES AUDIT "FINANCIAL LITERACY" FROM THE PROS ONLINE FIND: SARBANES-OXLEY CERTIFICATION HELPER Q&A: CEO vs. The Board on Recruiting New Directors January 2003 THE "INEFFICIENT MARKET" FOR BOARD TALENT BOARD TRAINING - WHAT'S HOT FOR 2003 ONLINE FINDS X2: TRAIN (AND BUILD) BENCHMARK BOARD "NEW YEAR'S RESOLUTIONS" FOR YOUR COMP COMMITTEE PFIZER SCORES WITH ONLINE BOARD DISCLOSURE 5 NEW RULES OF DIRECTOR PAY Q&A: Suing One of Your Own Directors February 2003 THE SEPARATE CHAIRMAN - STILL NOT A REAL JOB? NEW SEC BOARD RULES - WHAT'S THE LATEST... ... AND WHAT'S COMING UP YOU'VE BEEN SUED! - EMERGENCY BOARD CHECKLIST GM'S SMART COMMITTEE SUPPORT SYSTEM Q&A: Board Perks - On the Endangered List? March 2003 YES, YOUR BOARD IS AN IR TOOL-DEAL WITH IT TIPS FROM TYCO'S NEW GOVERNANCE DIRECTOR PROXY SEASON: BOARD AND YOUR ANNUAL REPORT... ... AND YOUR BOARD AT THE ANNUAL MEETING 5 WAYS WE MAKE THE NONEXEC CHAIR WORK WHY PROGRESSIVE DROPPED BOARD OPTION PAY Q&A: Our CEO Won't Let Me Join Outside Boards April 2003 NEW BOARDROOM INSIDER BOOK IS HERE! SURVIVAL TIPS FOR AUDIT COMMITTEE CHAIRS WHEN YOUR BOARD HIRES CONSULTANTS-4 TIPS 4 TRENDS FOR YOUR NOMINATING COMMITTEE DON'T LOSE BOARD SAVVY WHEN DIRECTORS RETIRE! PIEDMONT TRIES ROTATING BOARD CHAIRMANSHIP Q&A: Should We Take Our Company Private? May 2003 NEXT IN THE SPOTLIGHT-COMP COMMITTEES 5 WAYS TO AVOID EXEC SEVERANCE DISASTERS AUDIT COMM CHANGES AND THE REST OF THE COMPANY SURPRISE LIABILITY FROM "WHISTLEBLOWER" PLANS BOARD WANNABES-BI IN THE NEWS! HOW GOVERNANCE REFORMS HIT FAMILY BUSINESS Q&A: Should We Pay Some Directors More?     June 2003 WHO RUNS YOUR BOARDROOM? SHAPING BOARD LEADERS-A ROUNDTABLE 5 WAYS TO JUMPSTART YOUR COMP COMMITTEE DIRECTOR ORIENTATION-HOW DIAL DOES IT WHY YOU NEED A BOARD TRAINING POLICY ONLINE FIND-FREE GOVERNANCE SOFTWARE Q&A: Setting Our Board Budget July 2003 DIRECTOR SEARCH-OLD TOOLS FOR A NEW JOB SPECIAL-FRESH IDEAS FOR THE BOARD WANNABE BE YOUR OWN BOARDROOM "CAREER AGENT" ONLINE-12 TIPS TO LAND YOUR FIRST BOARD SEAT BOARDS: STOP PICKING ON YOUR CORPORATE SECRETARY! HOW WE BUILT OUR GOVERNANCE WEBSITE Q&A: So Why Can't I Get On a Board? August 2003 GOVERNANCE REFORM FIRST-BOARD REFORM SECOND COMP COMMITTEES AND STOCK OPTIONS BOARD AND CORPORATE COUNSEL-5 TIPS SEEKING BOARD ALLSTARS? START INSIDE ONLINE FIND: GOVERNANCE Q&A BENCHMARK 2 TOUGH LEGAL DECISIONS: ORACLE... ... AND DISNEY Q&A: Should We Limit the Board Seats We Can Hold? September 2003 "BACK TO SCHOOL" FOR THE BOARD A "CHIEF GOVERNANCE OFFICER" AT KODAK BOARD TRAINING-GETTING YOUR MONEYSWORTH WHY NOT OUTSOURCE BOARD BUSYWORK? BOARDS AND ETHICS PROGRAMS 4 WAYS ONLINE TECH IS RESHAPING BOARD INFO ONLINE FIND: EVERYTHING SARBANES-OXLEY Q&A:Why No Questions From the Board? October 2003 THE NYSE BOARD - HOW MUCH OF A SHAKEUP? 4 WAYS TO RESHAPE YOUR AUDIT COMMITTEE DISCLOSURE COMMITTEES: A BOARD BRIEFING 4 HOT BOARD EVALUATION TRENDS DIRECTOR SEARCHES WITH A RECRUITER HOW E-TRADE FILLS A 2-DAY BOARD AGENDA Q&A:Added Liability on the Audit Committee? November 2003 SHAREHOLDER ACCESS RULE-THE BATTLE BEGINS SEC PROPOSES DIRECTOR BOARD BALLOT SHAKEUP 5 GOVERNANCE COMMITTEE HOW-TO'S SMART SUBSIDIARY GOVERNANCE NEW RULE WILL HIT YOUR NOMINATING COMMITTEE A BOARD PRIMER ON CEO SEVERANCE Q&A:Should Our Directors Be Out "Pressing the Flesh?"? December 2003 A PAY EXPERT FOR YOUR COMP COMMITTEE? SMASH THESE BOARD EVALUATION BARRIERS! 5 BOARD MEETING MINUTE "MUSTS" SEC SECTION 404 RULES - BOARD ROLE 4 TIPS-FINDING AUDIT COMMITTEE "FINANCIAL EXPERTS" WHEN DIRECTORS TAKE THE STAND Q&A:What Are My Post-Board Legal Liabilities? January 2004 BOARDROOM PERKS:CORRUPT OR INEVITABLE? HEADS UP ON THE IRS PAY AND PERKS CRACKDOWN BETTER BOARD MEETINGS IN LESS TIME-HERE'S HOW 5 "MUST HAVES" FOR BOARD TECH BEST PRACTICES FOR FAMILY BUSINESS BOARDS HOW CEO SUCCESSION PLANNING HAS CHANGED Q&A:"Related Party Transactions" and Your Board February 2004 IS YOUR BOARD READY FOR THE PUBLIC SPOTLIGHT? BOARDS AND CRISIS COMMUNICATIONS-5 TIPS SETTING YOUR BOARD ETHICS POLICY 4 MORE BOARD "LITMUS TESTS" ON THE COMPANY 4 BIG ANNUAL REPORT/BOARD TRENDS SMART GOVERNANCE TIPS FOR MUTUAL FUNDS Q&A:Is CEO Evaluation a Fixed Game? March 2004 DISNEY: NO "SAFE"BOARDROOM REFORMS? 6 QUESTIONS TO ASK ON FINANCIAL STATEMENTS BOARD EVALUATION LEGAL DANGERS (AND COUNTERS) 4 SARBANES-OXLEY COST CUTTERS WHEN DIRECTOR NOTES ATTACK - TYCO LESSONS ONLINE FIND: A CHECKLIST FOR YOUR AUDIT COMMITTEE Q&A:An Edge for Minority Directors? April 2004 WHEN CORPORATE REFORM BECOMES A CORPORATE ROUT BEEF UP YOUR CORPORATE SECRETARY'S OFFICE FREE AUDIT COMMITTEE GUIDEBOOK ONLINE SETTING DIVIDEND POLICIES-4 TIPS 5 HOTTEST ADVISORY BOARD TRENDS NEW BOARD LOSS PREVENTION GUIDE FROM CHUBB Q&A:How Do We Evaluate Our Audit Firm? May 2004 WHO DEFINES THE CEO JOB? THE BOARD EMERGENCY CEO SUCCESSION IDEAS WHISTLEBLOWER PROGRAMS ON THE CHEAP-4 TIPS 4 BOARD RULES FOR SHAPING STRATEGY BUILDING GOOD BOARD/CEO CHEMISTRY HOW IS THE SEPARATE CHAIR ROLE SHAPING UP? Q&A:IR and Board Investigations   June 2004 2004-ALL QUIET ON THE PROXY FRONT BOARDS AND IPOS TODAY 4 LIABILITY TIME BOMBS AT PRIVATE COMPANIES TOUGH QUESTIONS ON EXEC BENEFIT PLANS EVALUATE YOUR COMPENSATION COMMITTEE Q&A:Director Liability "Indemnification Agreements"   July 2004 LOST IN THE WORLD OF GOVERNANCE REFORM? 5 BIGGEST BOARD RECRUITING TRENDS DIRECTOR PAY-WHO'S DOING WHAT ROMAN WEIL'S RULES FOR AUDIT COMMITTEE TRAINING... ... AND HIS 4-POINT FINANCIAL LITERACY TEST MARTHA STEWART ENTERTAINS BOARD INDEPENDENCE Q&A:Post-Bankruptcy Board Liabilities?   August 2004 EXPENSING OPTIONS-WHO BLINKS FIRST? PITCH YOUR GOVERNANCE ON THE COMPANY WEBSITE MICROSOFT'S NEW "BOARDROOM TRINITY" 4 COMP COMMITTEE LIABILITY DANGERS ONLINE FIND:FREE AUDIT COMMITTEE GUIDEBOOK Q&A:Is Your CEO Lying To You?   September 2004 THE NAKED DIRECTOR? ASK THESE Q'S ON THE NEW 8K DISCLOSURES "INDEPENDENT" DIRECTOR? DON'T BE SO SURE THE NEW D&O BUYER'S MARKET BARGAINS 4 HOT TOPICS IN DIRECTOR TRAINING Q&A:What Is Our Audit Committee Missing?   October 2004 QUIET REVOLUTION IN BOARD PAY 5 WRONG IDEAS ON GOVERNANCE 6 TIPS FOR YOUR COMP COMMITTEE WHO SETS YOUR BOARD AGENDAS? CONTROLLED COMPANY STATUS? READ THIS FIRST Q&A:Options vs. Restricted Stock for Our Board?   November 2004 BUSH VS. KERRY - THE BOARDROOM VIEW POWER TIPS FOR 40-ISH BOARD WANNABES HOT BOARD COMMITTEE PAY TRENDS IS YOUR BOARD SEEING THE RIGHT FINANCIALS? WORKING YOUR BOARD DINNER AND LUNCH Q&A:Chairing The Private Company Board   December 2004 DISNEY-SMART CEOS TRUMP GOOD GOVERNANCE MINUTES: DOES THE "MINI" APPROACH STILL WORK? ... AND HOW CAN YOU KEEP BOARD MINUTES SAFE? BOARD PAY: LOTS MORE *AND MORE IN STOCK) BEFORE YOU SIGN THAT CERTIFICATION- 4 Q'S Q&A:How Should a New CEO Build Board Relations?   January 2005 FEARLESS BOARD PREDICTIONS FOR 2005 DANGER ZONE-YOUR CHATS OUTSIDE THE BOARDROOM 3 SURPRISING AUDIT COMM BEST PRACTICES GOVERNANCE "EXPERT WITNESS?"-ASK THESE Q'S FIRST ONLINE FIND-FREE SECTION 404 RESOURCES Q&A:Has This Board Lost Faith in Its CEO?   February 2005 WORLDCOM/ENRON SETTLEMENTS-WHAT BOARD MESSAGE? WHAT SHOULD (AND SHOULDN'T) BE IN YOUR BOARD BOOK? AHEAD OF THE CURVE: BOARD BLOGS BOARD Q'S ON THIS YEAR'S ANNUAL REPORT 5+ NEW IDEAS FOR ADVISORY BOARDS Q&A:Your First Board Meeting   March 2005 DIRECTOR PAY-WHAT INCENTIVES? HOW TO RUN ADVISORY BOARD MEETINGS SOLID MEASURES FOR BOARD EVALUATION WHEN DIRECTORS TESTIFY-4 RULES CEO SUCCESSION PLANNING-BOARD FRAMEWORK Q&A:Setting CEO Rules for Outside Boards   April 2005 BOARDROOM PERP WALKS? 4 NEW RULES FOR JUDGING M&A DEALS DO NEW CEOS STILL "PICK" THEIR BOARDS? FAVORITE BOARDROOM BOOKMARKS 4 TIPS FOR WRITING YOUR CEO'S CONTRACT Q&A:How "Independent" Must Our Board Really Be?   May 2005 THE PERFECT TIME FOR BOARD WANNABES WHEN THE WHISTLE BLOWS IN YOUR BOARDROOM BOARD INDEPENDENCE-WHO'S DOING WHAT? AHEAD OF THE CURVE-2 FRESH BOARD TECH IDEAS 4 FLASHPOINTS FOR ETHICS IN THE BOARDROOM Q&A:An IR End Run Around the CEO to the Board   June 2005 HOW BOARDS CAN DESTROY VALUE BEST PRACTICE: GENZYME'S BOARD IR REPORT 6 TOUGHEST QUESTIONS ON BOARD EVALUATION D&O LIABILITY - LOOKING OUT FOR #1 A COST SPIKE IN GOVERNANCE SPENDING Q&A:Is My D&O Coverage Enough? July 2005 WANTED: BOARD CHAIRMANSHIP TRAINING ARE TECH BOARDS LOSING THEIR EDGE HOW TO PAY-SEPARATE CHAIRS, LEAD DIRECTORS, ETC. 5+ TIPS FOR WORKING WITH YOUR COMP CONSULTANT THE UPSIDE (AND DOWNSIDE) OF "GOING DARK" Q&A:Is My "Expertise" a Boardroom Danger?   August 2005 RETHINKING THE "PROFESSIONAL" DIRECTOR 6 HOTTEST DIRECTOR COMP TRENDS A LEAD DIRECTOR'S JOB DESCRIPTION STAGGERED BOARDS-GROWING OR SLOWING? ONLINE FIND: BUILDING YOUR FIRST BOARD Q&A:CEO Pay and Perks Disclosure   September 2005 DELAWARE'S WARNING SHOT TO THE DISNEY BOARD BACK TO SCHOOL-DIRECTOR EDUCATION TRENDS 4 RULES FOR DIRECTOR DEALMAKING 5 BOARD LESSONS OF THE DISNEY-OVITZ DECISION NEW COMP COMMITTEE BEST PRACTICES Q&A:Tough Calls on Family Business Succession   October 2005 DANGEROUS THOUGHTS ON CORPORATE GOVERNANCE 4 TIPS FOR USING THE SOX 404 DELAY THE SEPARATE CHAIR VS THE CEO/CHAIR AUDITOR CONFLICT? Q'S YOUR COMMITTEE MUST ASK ANNUAL MEETINGS-WHO DOES WHAT? Q&A:What Makes the Board Meeting So Different?   November 2005 READING THE BOARDROOM "TEA LEAVES" 4 TUNEUPS FOR AUDIT COMMITTEE MINUTES WHAT MAKES A GOOD SEPARATE CHAIRMAN... ... AND HOW A SMART CHAIR RUNS BOARD MEETINGS QUICK: WHERE ARE YOUR GOVERNANCE RECORDS? HOW LEO HINDERY WOULD BEEF UP BOARDS Q&A:What Defines a Board "Vacancy?"   December 2005 BOARD COMPLIANCE OVERSIGHT-WORTH THE COST? 4 TRENDS IN BOARD ORIENTATION AUDITOR ENGAGEMENT LETTERS-BEWARE LANDMINES 4 SOX IDEAS FOR NON-SOX COMPANIES 5 FRESH IDEAS FOR THE BOARD WANNABE Q&A:Audit Committee Financial Expert-Who, Me?   January 2006 A NEW YEAR'S BOARDROOM WISH LIST SPECIAL REPORT-COMP COMMITTEE ISSUES 2006 5 TIPS FOR WORKING WITH COMP CONSULTANTS BOARD BRIEFING ON COMP TALLY SHEETS DYSFUNCTIONAL BOARD?-6 CLUES Q&A:SOX Ideas for our Nonprofit Board?     February 2006 NEW SEC PAY RULES-UPSIDES AND DOWNSIDES NEW SEC PAY DISCLOSURES AND YOUR BOARD YOUR LATEST D&O LIABILITY QUESTIONS (AND ANSWERS) THE SEC'S SMALL-CAP SOX EXEMPTION 4 RULES FOR ESOP COMPANY BOARDS Q&A:Is a Board CSR Committee For Us?   March 2006 DON'T COUNT ON A GM BOARD SHAKEUP 4 IDEAS FOR YOUR GOVERNANCE WEBPAGE BOARD "COMP DISCLOSURE & ANALYSIS"-5 TIPS 5 COMP COMMITTEE TRENDS FOR 2006 AHEAD OF THE CURVE-BUILD A BOARD "LIBRARY" Q&A:Annual Meeting Spotlight On Committee Chairs?   April 2006 THE BOARDROOM "SKIN GAME" MAJORITY VOTING - A BI BRIEFING BOARD PRESENTATIONS AS A GOVERNANCE TOOL-4 TIPS 6"MUST HAVES" FOR YOUR BOARD MINUTES HOW MARSH& MCLENNAN BUILT ITS COMPLIANCE COMMITTEE Q&A:How to Disagree in the Boardroom   May 2006 BOARD INCENTIVE PAY-HOT TREND OR DEAD END? 5 SURPRISES IN YOUR CEO'S PAY PACKAGE HOW LEAD DIRECTORS LEAD-Pt.1 DO THE FEDS WANT YOU TO WAIVE ATTORNEY PRIVILEGE?