The Conference Board Releases 'How-To' for Directors of Public Companies

Press Release / News

Sept. 24, 2009

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The Conference Board has published today a new handbook to help boards of directors navigate the most recent developments in the realm of corporate governance and lead their companies to full recovery from the financial crisis.

Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition) is an easy-to-use reference manual organized by the variety of functions a director might perform while serving on a board. It is the result of the collaboration with The Conference Board Directors' Institute, which has met over the years with hundreds of board members of Fortune 1000 companies to identify and disseminate best practices in the performance of directors' duties.

"In the coming months, the job description of a corporate director is likely to expand to address some of the concerns resulting from the economic downturn experienced in the last two years," says Matteo Tonello, associate director of corporate governance at The Conference Board and author of the Handbook. "With this publication, The Conference Board continues to be at the forefront of the debate on corporate governance and risk management." For this reason, the new edition provides guidance on a variety of issues board members face in the current circumstances, including:

reassessing strategic goals in light of limited access to capital and other financial restraints;
revisiting executive compensation arrangements to curb excesses and restore credibility in the management plan;
overseeing risk management, to avoid short-term decisions where corporate leaders embark in unsustainable business ventures;
planning CEO successions and talent development;
avoiding shareholder activism;
responding to unsolicited takeover offers and other market vulnerabilities;
managing internal investigations in response to inquiries from the government.

"As we all know, Congress and regulators are back to the drawing board and the complexity of some rulemaking is creating a strong need for interpretation and guidance in many areas," Tonello continues. "With this Handbook, we have provided directors with a unique and easily accessible review of their duties in several concrete circumstances. It is the closest thing to a ‘best practices' guide because it is derived from The Conference Board empirical research and Directors' Institute expertise."

The Handbook is complemented by a set of application tools (including samples of corporate governance principles, board committee charters, board assessment questionnaires, guidelines for the selection of independent compensation consultants, and a comparative table of the corporate governance policies adopted by major shareholder groups in the United States) prepared by or in collaboration with leading companies and advisers such as: Davis Polk & Wardwell; FGIC Corporation; Intel Corporation; Microsoft Corporation; Pfizer Inc; and PricewaterhouseCoopers.

The publication of the Handbook was made possible thanks to the financial sponsorship by Davis Polk & Wardwell and Spencer Stuart.

Source:
For purchasing information, please call The Conference Board Customer Service at (212) 339-0345
Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition)
The Conference Board, Report #1450-09-RR

For further information contact:
Frank Tortorici
(1) 212 339 0231
f.tortorici@conference-board.org