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 Boardroom INSIDER is the online newsletter for better boards and better directors (www.boardroominsider.com). Ralph Ward, publisher, is also author of the books The New Boardroom Leaders, Saving The Corporate Board, Improving Corporate Boards - The Boardroom INSIDER Guidebook, and 21st Century Corporate Board.

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Insights on governance, the board of directors,
and the 21st Century boardroom.

Boardroom INSIDER News Blog........2/10

CAN CORPORATIONS "SELL" THEIR BOARD PICKS TO SHAREHOLDERS THIS YEAR?

For proxy season 2010, U.S. corporations will have to "sell" their corporate board nominees to shareholders like never before, says the February issue of online governance newsletter Boardroom INSIDER.

"It's hard to overstate how naked boards are becoming to their shareholders," writes Ralph Ward, BI editor and a corporate governance speaker. New Securities and Exchange Commission rules for 2010 have widened the already broad company disclosure required on boards, compelling more detail on the specific experience and background of each director, why each is qualified to serve on the board, and how the board is lead.

Ward writes that this combines with new proxy tools (ballot access allowing investors to nominate their own directors, loss of safe broker votes for management, majority board voting) to create a new "buyer's market" for board elections. For management, "selling the proposed slate of directors to shareholders no longer just means printing their names up on the ballot, but actually marketing their skills and experience." How well a company's boardroom lineup "sells" in this new competitive market will be a major corporate test for 2010.

Also in the February Boardroom INSIDER:

How companies are handling the SEC's new director background disclosures.

Four things boards get wrong on exec pay clawbacks.

Six ways M&A decisions will be different now.

Q&A: How to keep directors from blabbing outside the boardroom?


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