Corporate board Flashcards
4 Phases of Strategic Management
Basic financial planning
Forecast-based planning
Externally-oriented planning
Strategic management
Basic financial planning
(Time horizon: 1 year)
Forecast-based planning
(Time horizon: 3 – 5 years)
Externally-oriented planning
(by expert planners)
Strategic management
(constructed with the inputs and
commitments of lover lever managers too)
Globalization
Internationalization of markets and corporations
Global (worldwide) markets rather than national
markets
Electronic Commerce
Use of the Internet to conduct business transactions.
The basis for competition on a more strategic level rather than the traditional focus on product features and costs
When Outsiders can be considered Insiders
–Affiliated Directors
–Retired Directors
–Family Directors
Codetermination
–The inclusion of a corporation’s employees on its
board of directors
Interlocking Directorates
–Direct Interlocking
–Indirect Interlocking
Nominations & Elections
–Traditional Approach
–Staggered Board Approach
–Traditional Approach
- CEO invitation to membership
- Shareholders approval in the annual proxy statement
- All nominees usually elected
–Staggered Board Approach
•Staggered terms of service/election
Sarbanes-Oxley
–Code of Ethics
–Audit, Nominating, and Compensation Committees all outside directors,
–Stronger criminal penalties for fraud,
–Prohibit public accounting firms from serving as a consultant to firms they audit, and
–Legislate other means to protect investors and others
Corporate Governance
–Review & shaping of strategy –Pressure for corporate performance –Demand for executive stock ownership –Outside directors increasing –Impact of Sarbanes-Oxley