Director Compensation

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Director Compensation

• Director Ownership, Governance, and Performance
• The 2011 U.S. Director Compensation and Board Practices Report
• Director Pay
• Does Skin in the Game Matter?
• Compensation Force: Board of Director Compensation
• Directors – Director Compensation – Board Member Compensation
• Determining Board Member Compensation
• Corporate board pay soars as directors’ tasks grow – The New York Times
• Board of Directors Compensation Driven By Market Conditions & Opportunity Costs
• Rewarding Volunteers (nonprofit Board members are volunteers)
• SEC Speech: Governance, the Board and Compensation: June 9, 2005 (Chester S. Spatt)
• Board Remuneration – Creative Solutions | Boards of Directors

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Composition of Members

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Sections of This Topic Include

• General
• Independence of Members
• Board Diversity
• Women on the Board

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blog also links to numerous free related resources.

• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

General

• A VC: Who You Want On Your Board
• Starting a Nonprofit: 10 Considerations in Electing the Initial Board
• People Want to Follow Calm, Assertive Leaders | Psychology Today

Independence of Members

• The good servant
• Do Independence and Financial Expertise of the Board Matter for Risk Taking and Performance?
• The Dark Side of Outside Directors
• The Benefits Of The Perfect Independent Board Member
• Independent director – Wikipedia, the free encyclopedia
• Bijan Sabet • How to pick an independent board member
• Outside Directors: Common Sense for Good Governance
• Make the Founder a Permanent Board Member at Your Peril
• Definition of Independent Board of Directors | eHow.com
• The “Dark Side” of Independent Board Members | Business Ethics
• Is director independence so important? « Corporate Governance
• How You Find New Directors: “True Independence” Under the Microscope – TheCorporateCounsel.net Blog
• Jim Collins – Articles – Companies Need Not Hire Oustide CEOs

Board Diversity

• Diversity in the Boardroom « Corporate Governance
• Will the EU insist on 40% board gender diversity? | Boards of Directors
• Board Diversity: A Bigger Issue Than You Think
• Diversity on Corporate Boards: How Much Difference Does Difference Make?
• Analyzing Aspects of Board Composition
• Diversity in the Boardroom is Important and, Unfortunately, Still Rare
• Proposed Diversity Principles | CompassPoint
• Young Voices in the Boardroom | CompassPoint
• Diversity for Organizations Based in Minority Communities | CompassPoint
• The Diversity Issue | CompassPoint
• The Diversity Issue: Part 2 | CompassPoint

Women on the Board

• 20 Questions About Boards | 2020 Women on Boards
• Women on Boards: Review & Outlook
• Does Gender Matter in the Boardroom?
• Advancing female representation in the boardroom: An interview with Ilene H. Lang
• Does the Gender of Directors Matter?
• Gender Diversity on Public Company Boards
• Gender Composition of Boards Important for Competitiveness
• Initiatives to Place Women on Corporate Boards of Directors
• Glacial progress of women on Canada’s boards prompts calls for reform – The Globe and Mail
• Board Gender Balance – a personal perspective | Boards of Directors
• Some thoughts on board composition | Boards of Directors
• Gender Diversity and its rationale | Boards of Directors
• Boardroom Diversity Is Good Corporate Governance – Bank Think Article – American Banker
• Women in the Boardroom: A Global Perspective

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Board Succession Planning

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Board Succession Planning

• Shoemaker’s child? Succession planning for the board
• Board Leadership Succession
• Succession Planning for the Board
• Preparing for Board Director Retirement: A Customized Approach to Succession Planning
• The Right Way to Fill Your Board Leadership Pipeline
• Succession Planning Checklist Board Members

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Board Size

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Board Size

• Nonprofit Boards: Size, Performance and Managerial Incentives
• What is the Best Size for Your Board?
• Size Matters: Right Sizing Your Board of Directors
• Size and Composition of Corporate Boards of Directores: The Organization and Its Environment
• Board size and corporate performance: evidence from European countries (download file)
• How Many Members Should Be On a Board? Really?

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• Library’s Nonprofit Capacity Building Blog

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Board Member Applications

© Copyright Carter
McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Adapted from the Field Guide to Developing and Operating Your Nonprofit Board of Directors. Also see Carter’s Board Blog (for for-profits and nonprofits).

Benefits of Using Board Applications

There are several benefits to having potential Board members complete an application to join the Board, including:

1. It requires the potential member to carefully think about his or her decision
   to join the Board, when completing the application.
2. It can collects important information that otherwise might be forgotten to be collected, for example, why they want to join the Board, other affiliations they have that might cause a conflict of interest, what skills they have to bring to the Board, and what they would like to get out of joining the Board.
3. It also makes the potential member affirm their agreement to certain terms of membership, for example, the number of Board meetings to attend over a certain time period, and adherence to a certain code of conduct.

Below are a variety of samples of Board applications. Any Board should customize a sample to suit the nature of needs of their own organization.

Samples of Board Applications

• Sample Board Application (in Microsoft Word)
• Sample Application to the Board of Directors
• Sample Application to the Board of Directors
• Sample Application to the Board of Directors
• 10 Questions to Ask a Prospective Board Member
• Writing a Board Application Cover Letter

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Trends in Governance

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Trends in Governance

• Top Ten Priorities for Director Education
• Key Issues for Directors 2012
• Principles of Corporate Governance 2012
• Top Concerns for Directors in 2012
• Board Focus 2012: Issues and Developments
• Predicting the Future of Corporate Boards
• The Future of the Board of Directors
• Corporate Governance: Past, Present, & Future
• Directors’ Alert: 12 issues for 2012 When Uncertainty Reigns
• Aesop’s year in the boardroom | LinkedIn
• 2012 Best Practices Report: Providing Insights into the Shape of Things to Come
• Directors Alert 2013: Lead or Be Led
• Political Contributions Disclosure and Oversight – Framing the Future of Corporate Governance

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Philosophical Thoughts on Governance

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Philosophical Thoughts on Governance

• The next frontiers in good governance
• Board Evolution: Progress Made, Yet Challenges Persist
• The Shifting Landscape of Corporate Governance
• U.S. Corporate Governance Today: A Reshaping of Capitalism
• Daring to Lead – A national study of nonprofit executive leadership
• Spotlight on Corporate Boards | CompassPoint

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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International Governance

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

International Governance

• Board Leadership – A Global Perspective
• Centre for International Governance Innovation – Wikipedia, the free encyclopedia
• The EU corporate governance framework
• A Global View of Corporate Governance: One Size Doesn’t Fit All
• An International Comparison of Corporate Governance Models
• Corporate Law and Governance extensive resources (see “Codes from the ECGI Directory” on right side)
• European Corporate Governance Institute

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

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Officers and Roles – Vice Chair

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Sections of This Topic Include

• General
• For-Profit
• Nonprofit

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• Library’s Boards of Directors Blog
• Library’s Nonprofit Capacity Building Blog

General

• Vice president – Wikipedia, the free encyclopedia
• Vice-chairman: meaning and definitions — Infoplease.com
• Sample Job Descriptions for Members of Boards of Directors
• What Is a Vice President?

For-Profit

• What Does a Vice President of an LLC Do in Board Meetings? | Chron.com
• Vice President’s rights, responsibilities and protections in S-Corp – Avvo.com

Nonprofit

• The Role of the Vice President on a Board of Directors of a Community Association | APM News Express
• What Are the Duties of a Vice President in a Nonprofit Organization?
• Job Description of the Vice President of a Corporation | eHow.com
• Job Description of an Executive Vice President | eHow.com
• Officers’ Responsibilities
• Sample Job Descriptions for Board Officers | CompassPoint

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Officers and Roles – Treasurer

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC.

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Treasurer

• Sample Job Descriptions for Members of Boards of Directors
• The Job Description for the Board Treasurer | eHow.com
• Job Duties and Time Commitment for a Nonprofit Organization Board Treasurer: LarsonAllen LLP
• What does your Board Treasurer do?
• Duties of the Treasurer of a Nonprofit Corporation
• Treasurer – Wikipedia, the free encyclopedia
• Officers’ Responsibilities
• Sample Job Descriptions for Board Officers | CompassPoint

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• Library’s Nonprofit Capacity Building Blog

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