Monday, November 30, 2015
What is the MATTER with you people? Why can’t the regulators get this straight – easy sub-prime loans to poor credit home buyers is risky business?
Today’s Los Angeles Times reports that sub-prime lenders, graduates of Countrywide Financial, are rearing their ugly heads and once again providing low down payment loans to low credit record buyers. “After subprime collapse, nonbank lenders again dominate riskier mortgages” by James Koren. http://www.latimes.com/business/la-fi-nonbank-lenders-20151130-story.html
Posted by ChampionBoards.com at 1:22 PM
Navigating the Digital Age: The Definitive Cybersecurity Guide for Directors and Officers published by Caxton Business & Legal Inc. (Chicago, IL: October 2015) available for download as either PDF or a Kindle file: http://connect.paloaltonetworks.com/cyberhandbook
This 369 page compendium brings together the insights of some of the most knowledgeable people in the field of cybersecurity. It is an essential reference for corporate board members.
The introductory seven contributors describe cyber threats in the digital age, providing a high level perspective on global security risks.
The first section, cyber risk and the board of directors, focuses on the legal duties and obligations of directors and is written almost entirely by lawyers with the exception of Ken Daly, writing on the NACD’s Action Plan for directors.
The second section describes building a corporate structure with the authority and capabilities to process cybersecurity information and responses.
Third is the regulatory considerations of cybersecurity legal risks, with ten contributions by major lawyers in the field.
Fourth is entitled “a comprehensive approach to cybersecurity” which includes strategy design, a “fusion center” to unify security responses.
Fifth focuses on designing best practices of breach prevention.
Sixth is cybersecurity beyond your network, looking at the supply chain, third-party outsourcing, insider hacks, and the internet of things.
Seventh looks at planning, preparing, and testing incident response practices, including forensic remediation and working with law enforcement investigators.
Eight is cyber risk management investment decisions, including consideration of cyber insurance.
Ninth is cyber risk and workforce development concerned with cyber education, collaboration/communication between technical and non-technical staff and qualifying the Chief Information Security Officer.
The final chapter contains contributor profiles of the almost 80 authors, with a fair number of women specialists in the cyber security field.
Posted by ChampionBoards.com at 12:58 PM
Thursday, November 26, 2015
The decline in the number of domestic U.S. corporate listings on public exchanges has been a concern for governance professionals because it implies a shrinkage in the number of public company boards and opportunities for board service.
The trend has been noted by others since 2011, including “Wall Street’s Dead End” by Felix Salmon in The New York Times (February 13, 2011), http://www.nytimes.com/2011/02/14/opinion/14Salmon.html
“Missing: Public Companies – Why is the Number of Publicly Traded Companies in the US Declining?” by Alix Stuart in CFO Magazine (March 22, 2011),
“The Endangered Public Company: The Big Engine that Couldn’t” in The Economist (May 19, 2012),
and “The State of the Public Corporation: Not So Much an Eclipse as an Evolution” by Conrad S. Ciccotello in the Journal of Applied Corporate Finance (Fall 2014)
The most recent report is “The U.S. Listing Gap” by Craig Doidge, G. Andrew Karolyi, and René M. Stulz in their NBER Working Paper No. 21181 (Issued May 2015).
In all of the above instances, the data only goes as far as the S&P Factbook and the World Bank data reports up to 2012. At that time S&P discontinued reporting on U.S. domestic exchange listed firms.
The World Exchange Federation took over the reporting and included foreign exchange listed companies in the totals. Their data is as of January of each year and currently includes 2015 data. What is interesting is that the shrinkage of U.S. domestic listed firms appears to have bottomed out in 2013 and showed a slight upswing in 2014 and 2015. This slight uptick was also evident among foreign listed firms.
So, any analysis of the U.S. Listing Gap now needs to include an assessment of this most recent change in direction. We shall see what January 2016 has to offer very soon.
Posted by ChampionBoards.com at 11:52 AM
In the November 15, 2015 issue of Fortune, the magazine forecast the 2016 projected number of women directors at Fortune 500 firms. In an online article, Erika Fry detailed the number for 2015 as well. The latest data from Catalyst was only to 2013, so we extrapolated the figures in an estimate for 2014.
Fortune and Ms. Fry continue to focus on the increase in women directors. As we have reported on multiple occasions, we ought to be looking also at the overall decline in both total number of directors and the number of male directors. While Fortune reports that 1,057 women represented 19.5% of the total of 5,415 directors in 2015 and 1,130 women will represent 21% of the total of 5,381 directors in 2016, this represents an increase of 6.9% in women directors at the expense of a decline of 3.9% for men and an overall decline in total number of directors of 1.8%.
Why has there been no focus on this trend which has continued without interruption since the early 1990s when Catalyst began reporting women directors at the Fortune 500 firms? Why is this happening? Is it because of increased turnover and attention to tenure of existing board members? Is it an indication of heightened risk due to cybersecurity concerns, activist shareholder suits, or the increased hourly demands on director time?
Even more fundamentally, do women understand what is happening in these long term boardroom changes?
Posted by ChampionBoards.com at 10:51 AM