What makes for good corporate governance? In this second of a three-part podcast, recorded in December 2011, the board’s relationship with the CEO is discussed. One of the primary goals of both the Markkula Center for Applied Ethics and Silicon Valley NACD is to encourage and support effective corporate governance, the foundations for which are the skills, experience and behaviors of the individual board members.

The stock market still has not recovered from the meltdown of 2008, and many companies have had severe reductions in their workforces, but CEO compensation of major U.S. companies rose 36.5 percent last year. Why is there this disconnect between stock market performance and mass layoffs and CEO compensation? What should boards of directors be doing to better align CEO compensation with company performance?

What makes for good corporate governance? In this first of a three-part podcast, recorded in December 2011, the characteristics of effective board members are discussed. One of the primary goals of both the Markkula Center for Applied Ethics and Silicon Valley NACD is to encourage and support effective corporate governance, the foundations for which are the skills, experience and behaviors of the individual board members.

China presents enormous opportunities for Silicon Valley companies, but it also offers a very different regulatory, cultural, financial and operational paradigm for boards and executives. What should you know when contemplating investments, operations or acquisitions in China? How should you balance the often conflicting requirements of U.S. and Chinese regulators? What do best practices look like? How can you comply with the Foreign Corrupt Practices Act in a culture where acceptable norms can be very different than in the U.S.?

Why are corporate employees unwilling to report serious misconduct? Why are they also frequently unwilling to share good ideas for improving products, services and business processes? Fear of retaliation is most often cited for the failure to report misconduct; a sense of futility for the failure to suggest improvements. All too often, employees have a low level of trust in both management and the board.

From garage to mega company, recent events at HP have revealed a company that has lost its way and a board in turmoil…suffering leaks and the further degradation of its reputation as well as the premature departure of its recently hired CEO. And clearly, all to the detriment of the shareholders.

It is often said that “the most important function of a board is to hire and fire the CEO.” Yet the experience of many is that boards do a pretty good job on the hiring front and a not-so-good job on the “exit.” This podcast focuses on the pitfalls of CEO changes and how to avoid them.

Leading directors share why they find NACD membership invaluable.

Watch SVNACD’s latest video podcast!

Interview with Robert Finocchio, Chairman of the Board, Santa Clara University

Hosted by James Balassone, Executive-in-Residence, Markkula Center for Applied Ethics

Look out Silicon Valley! Although large parts of the 2000+page Dodd-Frank Act focus on regulating financial institutions, many sections address executive compensation and corporate governance provisions, which apply to all U.S. publicly traded companies. The panel will pay particular attention to: “Say-on-Pay,” “Clawbacks,” Compensation Committee independence, and “Proxy Access.”