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Working with the Board of Directors

October 2006 Newsletter

 

Boards of directors of profit and non-profit organizations have been going through dramatic changes propelled by Sarbanes-Oxley, new regulations from the SEC and NYSE, board ratings by ISS and other organizations, and, of course, lawsuits.  Privately held companies and non-profit firms are beginning to be held to these standards primarily developed for public companies.  Section 404 of Sarbanes-Oxley has required financial and IT departments to work closely with board audit committees.

 

Now, with executive and directors' compensation under fire and the resulting new, complex SEC rules and IRS Section 409A, HR executives are working closely with boards and compensation committees.  The recent problems with timing of stock options highlight the role of HR in working on compensation issues.  The attention being paid to HR issues by boards is not all about regulation.  Many boards, as part of their risk assessment, are paying more attention to leadership development and succession planning - certainly a good trend.

 

It is important for HR and compensation executives to stay informed on these issues and learn how to work effectively with their board committees.  We hope these articles will help. 

  

Joyce Blazen

OI Partners (Flint and Detroit area, MI) 

                     

Please click on the links below to read the complete articles.

Human Resources in the Boardroom
All too often, human resources executives and managers have too little exposure to the board of directors until there is a crisis. Frankly, this is as much the board's responsibility as anyone's, because they may not be inclined to think of human resources as their province. This article addresses how the HR executive, the CEO and the board of directors can find common ground for a continuous dialogue.

HR and the Compensation Committee in the New Era of Executive Compensation
The role of HR relative to the compensation committee and executive compensation today is a very delicate one given the changes in recent years. Executive compensation provides the head of HR with the greatest opportunity to interface with the board and to work on an issue of very high visibility (internally and externally) and importance to the organization. So, how does HR continue to add value in the process and play a key role?

Seven Questions Boards Should Ask Chief HR Officers
Editor's Note: This article relates well to the Lawler & Boudreau research reported elsewhere in this journal. A slightly different version of this article appeared in the March 2005 i'sswe of Directors Monthly, a publication of the National Association of Corporate Directors, Washington, DC. www.nacdonline.org. Reprinted with permission. Some boards have their Chief HR Officer (CHRO) regularly ...

HR Support of Corporate Boards
The degree to which the board asks HR for support with issues that involve strategy and organizational effectiveness varies significantly from firm to firm, but it does not vary randomly. A number of factors show a strong relationship to the degree to which the board asks for help.

Creating and Sustaining an Ethical Workplace
The role of the risk manager is central to preventing and limiting the physical, financial and reputational damage to an enterprise that results lrom unethical behavior. The business case for a comprehensive ethics program is rooted in compliance requirements, a developing consensus that a strong ethical culture yields long term organizational success, and the urgent awareness of the cost and ...

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OI Partners-Action Management Corporation
915 South Grand Traverse
Flint, MI 48502                                                                                                                                                                                    
Phone: (800) 771-8571
Fax: (810) 234-5159