20 Websites Every Director Should Bookmark
from
March/April 2006
by Randy Myers
Years ago whenyou needed information, you probably sent an assistant to your officelibrary, which most likely held a few shelves of the latest businessbooks, perhaps some old finance and management texts, a stack ofnewsletters, and your company’s last 10 annual reports. They mightstill be there. But today you have the Internet, a gateway to the worldthat dwarfs any library you or your company could build. The challenge,of course, is how to make the best use of that vast collection ofinformation. And yes, you can even do it yourself.
Withthe superpowerful Google search engine, www.google.com, you can browse4,500 news sources on the Internet and billions of Web pages forinformation to make you a more effective board member. Since thatsearch would be an overwhelming task, we’ve scoured the Web to select20 sites worth adding to your “favorites” list. Some you’ll want tovisit every day to keep pace with the changing world of corporategovernance. Others you may look at less frequently, but they will beinvaluable resources when you need them.
Clearinghouses
We’llstart with two websites that exist simply to make it easier to findother director-relevant sites—and you don’t have to be a search expertto use them.
CEOExpress
www.ceoexpress.com
This site wants to be your portal to the Web (our apologies for theInternet jargon). It provides busy executives with one-click access tolots of Internet resources, from newspapers to websites that can helpyou polish your business prose. The site’s free home page is largely acollection of links to other websites, grouped into four broadcategories: daily news and information, business research, office toolsand travel, and personal interests like cars, sports, and health. For$29 a year, subscribers can customize their CEOExpress home page andget entry to a host of additional features, including contacts andcalendar functions and a service for handheld wireless gizmos. “I’vefound CEOExpress to be a very handy clearinghouse for information on awide array of topics,” says private investor and consultant WalterFiederowicz, 59, a director of Photronics Inc. in Brookfield,Connecticut, and First Albany Cos. in the New York capital. WilliamLerner, 70, a Washington, Pennsylvania, lawyer who serves on the boardsof Rent-Way Inc. in Erie, Pennsylvania, and MTM Technologies Inc. inStamford, Connecticut, labels CEOExpress his favorite website,especially when he’s traveling.
Corporate Governance: Links
www.corpgov.net/links/links.html
The Corporate Governance home page is a rather pedestrian summary ofgovernance news and research, and it doesn’t have all the customizationfeatures of CEOExpress. But its Links page offers board members accesswith a single click of the mouse to just about every website that hasanything to do with corporate governance, including most of thosementioned in this article. Thinking about joining the board of aBulgarian company and want to know more about the country’s governancestandards?
You can quickly find a direct link to Bulgaria’s Center for the Study of Democracy, which lists all kinds of data.
Corporate Governance
Audit Committees and Sarbanes-Oxley
Thepassage of the Sarbanes-Oxley Act in 2002 has made audit committeeservice a tricky undertaking. These websites can help committee memberscomply with the law, though perhaps not love it.
AICPA Audit Committee Effectiveness Center
www.aicpa.org/audcommctr
Institute of Internal Auditors
www.theiia.org
Inthe rarefied world of Sarbanes-Oxley, internal auditors and accountantsare the Sherpas leading directors through the act’s accounting andcontrol provisions. That’s why these websites are so useful. Amongother things, the AICPA site—the abbreviation stands for AmericanInstitute of Certified Public Accountants—equips audit committeemembers with tool kits filled with the best practices for commercial,government, and not-for-profit organizations. It also features articlesand research papers on how to make audit committees work better. Whilethe Institute of Internal Auditors aims much of its Web content at itsmembership, there is material here for audit committee members whoaren’t professional accountants, providing counsel on such complicatedmatters as fraud, spyware, and whistleblowing.
Audit Committee Onlineby Deloitte
www.auditcommittee.com
Thiswebsite, maintained by the Big Four accounting firm Deloitte ToucheTohmatsu and designed largely for the company’s own clients, offersthem advice on current audit committee developments, educationalcourses, best-practice guides, technical resources, and other corporategovernance information. However, some sections of the site are open tononclients, including archives of the firm’s quarterly Audit CommitteeBrief newsletter, its monthly Accounting Roundup newsletter, and theSection 404 Education Center, which the firm developed jointly with itsthree peers, Ernst & Young, KPMG, and PricewaterhouseCoopers.
KPMG’s Audit Committee Institute
www.kpmg.com/ac
LikeDeloitte, KPMG helps audit committee members cope with the specialresponsibilities they face. Among the initiatives of KPMG’s AuditCommittee Institute are semiannual roundtables, the Audit CommitteeQuarterly, conference and board presentations, a toll-free hotline,periodic distribution of time-sensitive information, and this website.It not only serves as a gateway to those services but also includes anextensive library of research, news updates, and corporate governancedevelopments in Canada, Hong Kong, Mexico, South Africa, and parts ofEurope and South America. No need to be a KPMG client.
Corporate Governance—Executive Compensation
Astop management salaries and bonuses continue to rise, executivecompensation gets hotter and hotter as a corporate governance issue. Nosurprise, then, that websites tracking executive pay are proliferating.We feature the best example here; for a different perspective, see ourfinal entry.
CompensationStandards.com
www.compensationstandards.com
This site is packed with client memos from consultants, examples ofsound proxy disclosures and compensation committee reports, analysis ofand guidance on new pay plans and practices, a discussion forum withexperts, and a portal to articles about executive compensation. It alsofeatures a directory of compensation consultants, as well as links tothe Web pages of 44 compensation attorneys on the organization’s75-member task force. CompensationStandards.com is published byExecutive Press Inc., which is headed by Jesse M. Brill, aYale-educated lawyer who’s the publisher of the Corporate Counsel andCorporate Executive newsletters too. Alas, the site is not a pro bonoexercise—subscriptions cost $495 per year for an individual, $1,195 formultiple users in one organization at a single office, and up to $1,995for unlimited users at unlimited locations.
Corporate Governance— General
Here are the basic blocking-and-tackling governance websites that directors ignore at their peril. Bookmark them now.
National Association of Corporate Directors
www.nacdonline.org
Youwouldn’t run a dry-cleaning business and not belong to the NationalCleaners Association, would you? Well, maybe you would. But even if youaren’t one of the 17,500 members of the National Association ofCorporate Directors, you might want to make periodic visits to itswebsite to learn about upcoming events and seminars, peruse articlesfrom the latest issue of Directors Monthly, and buy NACD publicationslike “Governance Guidelines,” with the sexy subtitle “DelawareDiscourses: Views from the Courtroom and the Boardroom.” If you are anNACD member, you’ll get a substantial discount on such purchases.
John L. Weinberg Center for Corporate Governance, University of Delaware
www.be.udel.edu/ccg
Governance guru and law professor Charles Elson leads the WeinbergCenter, which makes his organization’s website a touchstone forcorporate board members who are as interested in the theories behindgood governance as in the practices. Besides keeping you up-to-date onthe educational opportunities offered by the center, the websiteprovides access to academic papers on subjects like director retention,the information contained in earnings statements, and the role ofinstitutional shareholders.
Corporate Governance— International
Noone needs to tell you that business is increasingly global. Whether youwant a handle on the governance issues your international partners faceor you’re thinking about serving on the board of a non-U.S. company,these websites can bring you up to speed quickly.
International Chamber of Commerce
www.iccwbo.org
TheICC’s membership includes thousands of small, medium, and largecompanies from more than 130 countries. Its website keeps membercompanies—and casual visitors—current on ICC positions concerning suchworldwide issues as global warming, intellectual property, andtaxation. The corporate governance section reports on upcoming ICCevents, features articles about governance topics, and provides linksto governance codes and best practices for 46 countries.
Global Corporate Governance Forum
www.gcgf.org
The fruit of a partnership between the World Bank and the Organizationfor Economic Cooperation and Development, the Global CorporateGovernance Forum also provides a wealth of information about governanceissues around the world. But it has something the ICC site doesn’t: aterrific directory that includes the names, titles, phone numbers, andboth snail- and e-mail addresses of governance-focused academics,attorneys, economists, bankers, institutional investors, and securitiesregulators in more than 90 countries. The forum’s primary mission is toaddress the weaknesses of corporate governance policies in middle- andlow-income countries. But its international-contacts list is what makesthis site worth bookmarking.
Government, Law, and Regulation
These sites are full of useful information. Check with your attorneys, of course, before taking any legal action.
Securities and Exchange Commission/EDGAR
www.sec.gov
or directly,
www.sec.gov/edgar.shtml
As the enforcer of securities laws in the U.S., the SEC offers awebsite that is an invaluable reference for corporate board members whowant to brush up on such landmark legislation as the Securities Act of1933, the Securities Exchange Act of 1934, and, of course,Sarbanes-Oxley.
Youwould expect the site to include updates on current SEC activities andinvestigations, and it does. But a more valuable resource is the SEC’sEDGAR database, a free online repository of all public-company filingswith the commission. It’s a great tool for researching a competitor ora company whose board you’ve been invited to join.
Gibson Dunn & Crutcher LLP and
Morrison & Foerster LLP
www.gibsondunn.com
www.mofo.com
Serving on a corporate board without top-notch legal representation islike going over Niagara Falls without a barrel—it wasn’t smart 100years ago, and it isn’t smart today. And even though you already payfor counsel, it doesn’t hurt to check out the commentary on currentlegal issues posted on the websites of top U.S. law firms, such as thetwo listed here. Gibson Dunn & Crutcher has some 800 attorneys in13 locations worldwide; you can best use its website by clickingthrough its Practices areas. One recent posting, for instance, is asummary of policy updates from Institutional Shareholder Services forthe 2006 proxy season. Morrison & Foerster has more than 1,000attorneys in 19 offices around the world; go to its site and click onthe Legal Updates & News section for the firm’s take on a widerange of corporate issues. Morrison & Foerster makes it especiallyeasy to stay current by offering its legal updates free via e-mail,regardless of whether you are or aren’t a client of the firm.
News
Almostany website you adopt as your home page—including CEOExpress, Google,Yahoo, and MSN—can be configured to refresh automatically with breakingbusiness news. Still, as a corporate board member, you can’t afford notto keep abreast of what the business newspaper of record is reporting.
The Wall Street Journal Online
www.wsj.com
Subscribers will probably still want the print edition, but forkingover an extra $49 a year for the online version lets you access theJournal whenever you want, wherever you are, as long as you have anInternet connection. The site also gives you breaking business newsbefore it reaches print, provides access to special online-only“interactive analysis” of the latest business issues, and offers reamsof corporate and market data. If you wish, you can also track yourinvestment portfolio here—though only for a limited number ofstocks—and engage in online discussions with other readers.
Magazines
Wantto get behind the headlines for a better understanding of criticalbusiness issues? For that you need magazines. Here are two websites youwon’t want to miss.
Corporate Board Member
www.boardmember.com
Okay,we’re a little biased. Still, if you’re reading just the print editionof this magazine, you’re missing valuable material accessible only onthe Web. Our online Resource Center, for example, features webcasts,research papers, and articles by a wide community of experts on suchtopics as governance, compensation and audit committee service, riskmanagement, recruiting, and investor relations—all free of charge. Inthe website’s Conferences section, you’ll find information on futureand recent conferences and seminars, sometimes with their agendas. Andyou can access past copies of
Corporate Board Member
; theonline archive goes all the way back to our third issue, Autumn 1998.Finally, the site is also your gateway to our unparalleled DirectorsDatabase, a subscription-based service (log-in required; subscriptionsrun from $2,500 a month) that comprehensively lists directors andcertain officers of companies traded on the New York, American, andNASDAQ stock exchanges.
The Economist
www.economist.com
It’s easy to take a narrow view of world events when you’re reading publications from only one country, your own.
The Economist
,a U.K. newsweekly with a distinctly European worldview, can quicklybroaden your horizons. About 30% of the magazine’s content is freeonline, and visitors to its website can also access reports onmanagement issues without charge. To take full advantage of the site,though, you need to be a subscriber, either to the print magazine ($129annually in the U.S.) or to the website alone ($89 annually). Thatgives you everything in Economist-land, including market data, as wellas backgrounders on foreign politics, economics, finance, science,technology, and people and an archive of more than 30,000 Economistarticles published since 1997.
The Other Side
Nobody likes to be judged, but for a director of a publicly tradedcompany, assessment comes with the territory. Dropping in on thesewebsites is a bit like ordering a copy of your credit report; you maynot like everything you see, but if there’s something really wrong, atleast you can set about fixing it.
The Corporate Library
www.thecorporatelibrary.com
Directors’ and officers’ insurers, headhunters, and law firms use thisenterprise to find out how companies’ corporate governance practicesmeasure up. Editor Nell Minow and her research team analyze more than2,100 publicly held U.S. companies according to eight criteria,including CEO compensation, board composition, accounting, takeoverdefenses, and responsiveness to shareholders. While most of theirfindings are available by subscription only, officers and directors canget free access to reports on their own companies and are encouraged toprovide feedback on them to Minow and her staff. Those who don’t likewhat the site has to say about them are welcome to post a free—andunedited—response. That’s what online auction company eBay Inc. did in2003 to protest the Corporate Library’s characterization of two boardmembers as only “nominally” outside directors. According to Minow,companies that want to get the most from the website can use it tobenchmark themselves against their peers in a wide variety ofcategories. The site also features articles and research on corporategovernance, plus commentary on specific governance-related moves, goodand bad, by public companies.
Institutional Shareholder Services
www.issproxy.com
Putting anything controversial to a proxy vote this year? Many of yourshareholders may base their decisions on information from InstitutionalShareholder Services. ISS analyzes proxies and issues voterecommendations for companies around the world (more than 33,000) onbehalf of institutional and corporate clients (1,600-plus). Withshareholders’ lawsuits always a threat, institutional investors willingto buck the ISS position have become rare. Interestingly, given itssometimes adversarial role in challenging corporate boards, ISS alsooffers services directly to companies, namely a variety of Web-basedgovernance tools aimed at helping them with executive- anddirector-compensation modeling, capital-structure planning, andunderstanding the best governance practices.
AFL-CIO
www.aflcio.org
The giant labor federation has lost some firepower over the past yearwith the defection of four unions, including the Teamsters, the UnitedFood and Commercial Workers, and the Service Employees InternationalUnion. But the AFL-CIO, which now represents about nine million workersin more than 50 unions, still has clout. If you are a director of acompany with a unionized workforce, you can stay abreast of what thefederation is saying and doing through its website. One of the mostinteresting offerings is the Executive PayWatch page. There you’llquickly find out who the country’s most highly paid executives are,what they’re earning, and what labor is doing to rein in theircompensation. The site also features links to organizations thatpurport to monitor bad corporate behavior, expose sweatshops, andbadmouth particular companies—Wal-Mart Stores Inc. among them. Anonline shop offers long-sleeved Rosie the Riveter T-shirts ($20).
Withthese 20 new bookmarks on your computer, you won’t need to go to thelibrary. And you won’t have time to, either. Once you start digginginto these sites, you will find tons of information—much of it useful,some of it irrelevant but fascinating nevertheless. Such is the powerof the Internet. And the pitfall too. Just be glad we didn’t offer you50 great websites.
