damages plus attorney's fees and
punitive damages.
ordinary common sense terms the
jury could understand.
Verdict Defense verdict
Board to address
both macro and micro components.
On the macro level, the board should
define what the company hopes to
achieve and how to accomplish those
objectives. On a micro level, the
board should have specific bench-
marks for how the company can
achieve its vision. These benchmarks
should include both financial cash
specific product, customer or market
share criteria.
position or for board slots, the direc-
tors should first agree on the chal-
lenges and opportunities confronting
the company and the criteria for
addressing them. Then the directors
should agree on three to four specific
skills and abilities for the candidates.
Finally, vigorous, objective vetting
of candidates should occur. Even
in mid-market companies, gone are
the days where officers and directors
were selected based on the "good old
boy" network.
sation and governance committees.
The committee members should be
selected based on their experience
and expertise in the area of the com-
mittee's responsibility.
is in the company's leadership gene
pool. The directors should know the
skills and capabilities of the top of-
ficers and insure that the right person
is in the right position.
the compensation committee should
evaluate the CEO's performance and
compensation. The compensation
should be a mix of quantitative and
qualitative measures such as leader-
ship, strategic planning, financial
results, succession planning, human
resources, communication with share-
holders, and working effectively with
the directors.
larly reviewing and analyzing the