SSA Executive Search Int’l Ltd April 18, 2007 The Board Institute, Inc. OAK/SSA Executive Search Int’l,

SSA Executive Search Int’l Ltd

April 18, 2007

The Board Institute, Inc. www.theboardinstitute.com

OAK/SSA Executive Search Int’l, Ltd. www.ssaexec.com

““BOARDS OF DIRECTORSBOARDS OF DIRECTORS

and the CFO”and the CFO”

Presented by:

Susan F. Shultz

INLAND EMPIRE CHAPTER


New Mandates for New Mandates for Evaluation and EducationEvaluation and Education

Class Action LawsuitsClass Action Lawsuits

Increased D&O Insurance Increased D&O Insurance and Compliance Costsand Compliance Costs

Shareholder Activism Shareholder Activism and Lack of Trustand Lack of Trust

Compensation ExcessesCompensation Excesses

NYSE: “The board should conduct a self-evaluation at least annually to determine whether it and its

committees are functioning effectively”


Better Boards =

Better Companies


We have a rare opportunity to make a difference – to transform boards from being

the problem into the solution.

We have the best governance system in the world.


Why the focus on CFOsWhy the focus on CFOs

■ Heightened Risk/Market Abuses

■ Regulation■ Certifications

■ Compensation Revelations

■ Shareholder Activism

■ Linkage between Good Boards and Successful Companies


We must not confuse

governance with compliance


The only person who won’t serve

is the one you don’t ask!


■ Assessment/Accountability

■ Skyrocketing Costs

■ Changing Role of Auditor

■ Extreme Pay

■ Small/Private Business

■ Non Profits

New CFO Challenges


“Too many boards reward mediocrity and failure”

“Too many boards reward mediocrity and failure”

$


CFO PAY PRESSURE Requirement to disclose CFO

Pay Looming fixed compensation? Option awards shrinking

Longer vesting, Indexed stock option Holding requirements Performance based vesting

CFO Turnover


How do you know if you

have a good board?

You measure it.*

*The Audit Committee Index The Board Institute/FERF


The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice andcounsel of strategic boards of directors.

The dramatic untold stories are the companies that have avoided crises and succeeded, because of the advice andcounsel of strategic boards of directors.


IF WE DON’T GOVERN WELL, THE GOVERNMENT WILL DO IT FOR US.


Better Boards = Better CompaniesBetter Boards = Better Companies

A Rare OpportunityA Rare Opportunity


Susan F. ShultzThe Board Institute, Inc.

SSA Executive Search Int’l, Ltd.

480-998-1744

www.theboardinstitute.com

www.ssaexec.com

[email protected]

[email protected]

For copies of The Board Book (AMACOM)

www.ssaexec.com

SSA Executive Search Int’l Ltd April 18, 2007 The Board Institute, Inc. OAK/SSA Executive Search Int’l,

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