ssa executive search int’l ltd april 18, 2007 the board institute, inc. oak/ssa executive search...
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SSA Executive Search Int’l Ltd
April 18, 2007
The Board Institute, Inc. www.theboardinstitute.com
OAK/SSA Executive Search Int’l, Ltd. www.ssaexec.com
““BOARDS OF DIRECTORSBOARDS OF DIRECTORS
and the CFO”and the CFO”
Presented by:
Susan F. Shultz
INLAND EMPIRE CHAPTER
SSA Executive Search Int’l Ltd
New Mandates for New Mandates for Evaluation and EducationEvaluation and Education
Class Action LawsuitsClass Action Lawsuits
Increased D&O Insurance Increased D&O Insurance and Compliance Costsand Compliance Costs
Shareholder Activism Shareholder Activism and Lack of Trustand Lack of Trust
Compensation ExcessesCompensation Excesses
NYSE: “The board should conduct a self-evaluation at least annually to determine whether it and its
committees are functioning effectively”
SSA Executive Search Int’l Ltd
Better Boards =
Better Companies
SSA Executive Search Int’l Ltd
We have a rare opportunity to make a difference – to transform boards from being
the problem into the solution.
We have the best governance system in the world.
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Why the focus on CFOsWhy the focus on CFOs
■ Heightened Risk/Market Abuses
■ Regulation■ Certifications
■ Compensation Revelations
■ Shareholder Activism
■ Linkage between Good Boards and Successful Companies
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We must not confuse
governance with compliance
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The only person who won’t serve
is the one you don’t ask!
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■ Assessment/Accountability
■ Skyrocketing Costs
■ Changing Role of Auditor
■ Extreme Pay
■ Small/Private Business
■ Non Profits
New CFO Challenges
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“Too many boards reward mediocrity and failure”
“Too many boards reward mediocrity and failure”
$
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CFO PAY PRESSURE Requirement to disclose CFO
Pay Looming fixed compensation? Option awards shrinking
Longer vesting, Indexed stock option Holding requirements Performance based vesting
CFO Turnover
SSA Executive Search Int’l Ltd
How do you know if you
have a good board?
You measure it.*
*The Audit Committee Index The Board Institute/FERF
SSA Executive Search Int’l Ltd
The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice andcounsel of strategic boards of directors.
The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice andcounsel of strategic boards of directors.
SSA Executive Search Int’l Ltd
IF WE DON’T GOVERN WELL, THE GOVERNMENT WILL DO IT FOR US.
SSA Executive Search Int’l Ltd
Better Boards = Better CompaniesBetter Boards = Better Companies
A Rare OpportunityA Rare Opportunity
SSA Executive Search Int’l Ltd
Susan F. ShultzThe Board Institute, Inc.
SSA Executive Search Int’l, Ltd.
480-998-1744
www.theboardinstitute.com
www.ssaexec.com
For copies of The Board Book (AMACOM)
www.ssaexec.com