Corporate Director's Guidebook, 6th Edition

This Sixth Edition is being published in the wake of the 2007-2010 financial crisis and the resulting legislation, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). As a result, this edition emphasizes themes arising out of the crisis and important to all directors, particularly those in public companies.

In addition, this updated edition explores the role of directors in overseeing both strategy and risk. Strategy and risk are interrelated, and directors cannot understand and guide strategy without also focusing on risk. Corporations must manage risks appropriately. Although not engaged in day-to-day risk management, directors are charged with its oversight.

To help directors engage in effective oversight and decision-making processes in the current environment, the Sixth Edition emphasizes the following:

• Risk management and its role in company strategy and operations;
• Executive compensation decision-making by compensation committees, with a focus on the links between compensation, performance and risk;
• Chief Executive Officer (CEO) succession planning and its relationship to strategy and risk oversight;
• Enhanced shareholder activism and power, including the pressure for proxy access in director elections; and
• New federal statutory and regulatory requirements that set forth legal baselines for boards and public companies.

Included is an appendix of corporate governance websites and blogs, as well as listings for associations, institutional investors and other resources.