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pay their penalties It is likely that these types of director settlements will become more common By example, 10 of 18 former outside directors of Enron agreed to pay $13 million out of their own pockets as part of a $168 million agreement The settlement reflected 10 percent of each director s pretax proceeds from their stock trading during the period that false financial information were disseminated by the company One director contributed over $5 million, other directors, who did no trading during the period, paid nothing This is on top of $15 million paid
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KEY CONCEPTS
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Stay informed Directors are fairly well protected as long as they are fully informed and free of conflicts Be engaged Passive directors will be held liable Bring your expertise to bear Directors with specialized expertise are held to a higher standard than other directors Review insurance providers, coverage, and costs often Indemnity and D&O insurance are worthless if the company and insurer do not have the financial ability to stand behind the pledge Understand you are still exposed Even with the protections provided by indemnity and D&O insurance, prosecutors and plaintiffs are requiring directors to personally participate in financial settlements Listen to whiners as they are an important source of information Do not hesitate to bring in independent advisors Take a hard line on ethical lapses Avoid related-party conflicts and aggressively disclose conflicts of interest Understand CEO compensation issues Make certain that there is a good process for preparing board minutes including review for unnecessary language or concerns that require disclosure Ensure that a written retention and destruction policy for board documents exists and is consistently followed
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BUILDING A STRONG FOUNDATION
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by Enron directors to settle with the Department of Labor a lawsuit claiming breach of fiduciary duty with regards to the company s pension plans10 Despite the many protections afforded directors under law, this new threat must be considered by all director candidates While director protections are robust, they will not protect passive boards Boards must implement procedures that enable them to engage in oversight activities, many of which are discussed in the remainder of this book
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ENDNOTES
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1 Smith v Van Gorkum, 488 A 2d 858 (Del Supr 1985) 2 Hollinger Int l, Inc v Black, CA No 183-N, Strine, VC (Del Ch Feb 26, 2004) 3 Aronson v Lewis, 473 A2d 805, 812 (Del 1984) 4 Del C 102(b)(7) 5 In Re Abbott Laboratories Deriv Shareholders Litig, 325 F3d 795 (7th Cir 2003); and In Re The Walt Disney Co Derivative Litig, 825 A2d 275 (Del Ch 2003) 6 Emerging Communications Shareholders Litigation, CA No 16415 (Del Ch May 3, 2004) 7 Holly Isdale, Directors: Protect Your Personal Assets, Directors & Boards 26 (First Quarter [Winter] 2005): 55 8 William Cotter and Christopher Barbee, 2002 D&O Insurance White Paper, GeoCitiescom wwwgeocitiescom/jroycma/pdf/ DOWPF3xpdf (5 April 2005), 17 9 Bloomberg News, Former WorldCom Chairman To Pay $55 Million Settlement, New York Times, 3 March 2005, C4 10 Kurt Eichenwald, Ex-Directors of Enron to Chip in on Settlement, New York Times, 8 January 2005, C1
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s the old saying goes, The devil is in the details Now that we have established our board basics, we can focus on the detailed operations that create an engaged and dynamic board In the next chapters, we build on our foundation to take performance to the next level This includes implementing the proper processes at both the board and committee levels, which allow the board to execute its duties efficiently and help it focus its limited time on the issues that count In this section we also look at specific board operations and issues associated with the various board committees such as audit, compensation, and governance
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