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The
New Boardroom Leaders,
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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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INSIDER info page, or call (989) 833-7615.
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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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