Boardroom directors are bombarded with information in the form of “urgent” updates, “important” bulletins, “special” notices, and other equally frantic communiqués. The constant push of information can be distracting for directors, and the short shelf life of the myriad burning topics frustrating.
“There are so very many ‘daily,’ ‘weekly,’ ‘monthly,’ and ‘special’ updates from the burgeoning ‘corporate governance online consultancy’ that you might think that key director principles are as ephemeral as mayflies, or that understanding the latest proxy advisory service priority item is congruent with a director’s mission,” notes author Tom Dougherty in the new 2014 Edition of The Directors’ Handbook. Rather than reacting exclusively to “daily corporate governance commentary,” Dougherty encourages directors to be sure to also attend to their core mission of informed oversight and vigilance, suggesting that they seek to balance their attention between “the new and the tried and true.”
Dougherty addresses this and other timely director issues in the all-new 2014 Foreword of The Directors’ Handbook, exploring the marked increase in SEC enforcement actions and other recent SEC initiatives; the continuing trend of class action suits as de facto settlement instruments; proxy advisory firm priorities for directors; and new guidance from the Public Company Accounting Oversight Board (PCAOB) that recommends that audit committee directors discuss internal auditing deficiencies with their auditors.
“As asset bubbles effervesce, as the Federal Reserve balance sheet parabolically morphs, and as exchange rates wobble, 2014 will challenge boards to keep management focused on innovation and on execution while attending to the increased demands of the SEC, ISS, exchanges, PCAOB, activist investors and others,” says the author.
The Directors’ Handbook: An Invaluable Guide
Tom Dougherty, a partner at the Boston offices of Skadden Arps since 1984, has been producing annually updated editions of The Directors’ Handbook for 19 years. He brings his wit and wisdom to write a book that is timely, informative and provocative.
The Directors’ Handbook is one of today’s leading resources for corporate governance, capturing the latest developments that directors of public companies face from both a practical and legal perspective. The Handbook provides insightful analysis of the evolving regulatory and legal landscape, and at the same time provides practical, hands-on information that directors can use to help guide their companies.
Over the years, Dougherty has offered thoughtful commentary on the directorial hot buttons, from SOX to FCPA expansion, the Dodd-Frank Act and its whistleblower provisions and proxy access. This 2014 Edition includes insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. It offers analysis of such vital issues as creating an audit committee charter, crisis management, and director and officer insurance.
It includes the most recent information about majority voting for directors; the interplay of stock exchange independence rules and state law standards; the evolving role of proxy advisory groups; staggered board repeals; best practices for handling restatement crises; and the political economy of corporations and corporate governance approaches around the world. There is a chapter that addresses the role of the corporate secretary, as well as a CD-ROM containing the key cases and legislation that form the basis for corporate governance here and abroad.
“A director’s job is exceptionally hard and exceptionally important,” Dougherty reminds readers. “Directors’ watchwords for 2014 should continue to be vigilance, transparency, strategic vision and conflict of interest avoidance.”
To learn more about 2014 Edition of The Directors’ Handbook, or to order a copy, click here.
To read an excerpt of the 2014 Foreword of The Directors’ Handbook, click here.