think2ool

    January 27, 2012

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    About | Accountant | Accounts Receivable | Acquisitions | Advertising and Promotion | Anarchism & Revolution | Ancient Asia, Africa, Europe | Apocolypse | Art in General | Artificial Intelligence | Atoms | Automation

    Learning & Thinking

    About

    think2ool by scott pickard is a browse engine enabling the reader to wander from one topic to another at the speed of a click along the leading edge of new ideas:

    - easy navigation at the speed of a click

    - powerful contextual search using CTRL+F video

    - integration within a big picture context

    - recommended good books and links to author bios

    - good questions and answers (links) to stimulate critical thinking

    - links to what’s new, useful, groundbreaking for each topic

    - extensive cross-referencing to related topics

    - daily tweet along the leading edge

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    - big ideas

    Financial Management

    Accountant

    What is the trend for the last three years for total annual outside accounting fees as a percentage of revenues?  Does the company and/or our accountant have access to comprehensive and up-to-date resources on all accounting and tax-related matters?

    questions for accountants: How long have you been the accountant?  How long has the lead individual been handling the annual audit?  Can you verify the numbers in the audit on assets, sales, and profits?  Are there any significant or material changes in the numbers set up by management and the financial audit? (a) inventory value; (b) quality of receivables; (c) work in progress; (d) cost of goods sold  Did you issue a management letter?  Are the company's books and records in good condition for an efficient audit, or do they need improvement?  Are adequate controls in place to prevent misuse of funds?  How would you evaluate the financial management team?  How would you evaluate the CFO?  Is the company having operating problems?  Is management listening to your best advice?

    The Trusted Advisor by  David H. Maister

    Due Diligence Groups | Small Business

    Financial Management

    Accounts Receivable

    What is the revenue recognition policy for recording revenues and establishing receivables?  Is the distribution of aged receivables under control?  Is there any one receivable that is 20% or greater of total receivables?  How often are accounts receivable aging schedules prepared?  Does the board audit this schedule from time to time?  How long are accounts permitted to go unpaid before being considered delinquent?  Are there accounts receivables that represent conditional sales?  Are any receivables under dispute?  What percentage of receivables is estimated to be written off at year-end?  How is bad debt reserve computed?  How is sales return reserve computed?  What collection procedures does the company employ?  Does marketing assist with accounts receivables collections?  Which receivables are factored?  Why?  With whom and under what terms?

    customer credit: What percentage of sales is on a credit basis?  How does the credit approval process work?  Who establishes the credit limits for customers?  What percentage of sales were credit losses in previous years?

    notes receivable: Is there a list of notes receivable indicating the terms?  What is the company’s bad debt reserve policy?  Is it adequate?

    book: Accounts Receivable Management Best Practices by John G. Salek | credit reports: Dun & Bradstreet | credit risk management: approsystems, ebureau | bill by e-mail: transactis small business | factoring: ftrans, receivablesexchange

    Cash Management | Financial Management | Retail

    Production and Utilization of Wealth

    Acquisitions

    Does the company have an analysis of the tax basis of assets being acquired?  Does the company have an estimate of the fair market value target of the assets acquired and liabilities assumed?  What expense items can be added back to the income statement because the owner has been taking out excessive compensation?  What is the estimated recapture tax liability, assuming that such is triggered?  How does this compare to the present value of step-up benefits?  Are there deferred inter-company gains or nondeductible write-offs that may result in additional taxes?  What is the expected transaction effect on net operating loss and tax credit carryovers?  What are the expected benefits of a taxable vs. nontaxable transaction?  What is the performance of all operating entities that have been acquired in the past five years?  Has the company made any bad acquisitions?  What is being done to mitigate the adverse impacts?  Can we maximize the salvage value of certain under-performing assets via a corporate barter transaction? (a)obsolete or excess inventory; (b)services; (c)underutilized plant capacity; (d)excess packaging; (e)short-dated products; (f)returns; (g)refurbished goods  Will the seller be able to assume all debt not taken in an asset purchase?  Are all assets appraised as to current market or liquidation value?  What was the gain (loss) on all divestitures in the last five years?  Are there deferred inter-company gains or nondeductible write-offs that may result in additional taxes?

    mergers: Is there an outstanding contractual agreement to merge this company?  Can the company be sold if it gets into trouble?  Is there a ready buyer for the company?  What strategic objectives will this merger accomplish? (a) obtain a leading position in an industry new to the company; (b) become the major player in an industry through merger with a competitor or otherwise; (c) realize high growth, especially in industries not experiencing rapid technological change.  Which individuals are critical to making it happen?  What organizational structure will best support it?  Whose culture will dominate?  Has the company developed an integration management plan for before, during, and after the acquisition?  Has a lead integration manager been assigned to this project?

    in general: calendar | <due diligence>: duediligenceonline | model agreement | <news>: firstlist, themiddlemarket

    buy-sell agreement: Are key components of the buy-sell agreement updated to reflect changing conditions? (a) objectives; (b) valuation process; (c) funding mechanism (cash flow or life insurance proceeds); (d) payment terms (upfront; amortized; interest-only + balloon)

    poison pill: Has the company put in place antitakeover mechanisms?  Has the board considered a chewable poison pill structured so that the pill's barrier to an unsolicited takeover disappears after an all-cash for all shares takeover offer of at least 25% more than the company's current stock price?  Should the board consider rescinding its dead-hand poison pill?

    books

    Buy-Sell Agreement Handbook by Anthony Mancuso

    Fools Rush In by Nina Munk hostile takeovers

    Mergers and Acquisitions from A to Z by Andrew J. Sherman and Milledge A. Hart

    The Art of M&A Due Diligence by Alexandra Reed Lajoux

    The Buyout of America by Joshua Kosman

    Business Organization | Corporate Governance | Due Diligence | Financial Management | Growth | Intellectual Property | Stockholders | Yahoo

    Organization of Production and Distribution

    Advertising and Promotion

    What percentage of revenues is required to competitively advertise and promote the company's products?  What are the top seven most effective marketing and promotional strategies for an indepemdemt professional?  How effectively does marketing solicit and integrate the advertising ideas from other divisions of the company?  How does the company evaluate the effectiveness of advertising and promotional programs?

    questions for advertising agency: How long have you been the advertising agency?  What is the company's annual advertising budget?  Does the company pay its bills on time? Have you ever had to contact the company for failing to pay?  Is the company a good customer?  Is management listening to your best advice?

    in general: ad network: collective-media | banners: 24hourbanner | book: Creative Advertising by Mario Pricken | business cards: moo international | downloadable media: kiptronic | embedded (video, tv): mirriad | instadium | image ad overlay: imagespacemedia | in-call media: voodoovox | interactive: reactrix outdoor | mobile phones: enpocket, millennialmedia, thirdscreenmedia | multi-channel campaign management: impactradius | professional networking | promotional products: halo | simulation & planning: thinkvine | superbowl playlist | sweepstakes programs: www.eprize.com | target IT professionals: techtarget | t-shirts: www.zazzle.com

    local: singleplatform | www.yodle.com | classifieds: backpage, oodle

    outdoor: digital billboards: www.supponor.tv | digital ink displays: www.magink.com | online marketplace: adstruc | out-of-home: digicastnetworks | Shopping | street lights: www.streetbroadcast.com

    yellow pages: http://sfbay.craigslist.org | www.livedeal.com | www.yodle.com | self-management: yext

    Brand Identity & Loyalty | Food and Beverage | Location | Modeling & Simulation | News press releases | Online Advertising | Organization of Production and Distribution | Particular Arts posters | Payment Systems | Search | Self-Publishing | Services | Shopping | Sponsorship | Trustworthy Systems | TV | Virtual

    Political concepts, ideologies, and problems

    Anarchism and Revolution

    You say you want a revolution

    Well, you know

    We all want to change the world

    Beatles

    in general: about | Arab Spring: timeline | cabal | Che Guevera | people’s mic | transparency: WikiLeaks

    anarchists: Black Bloc | Lord’s Resistance Army

    books

    Fight Club by Chuck Palahniuk

    From Dictatorship to Democracy by Gene Sharp

    The Net Delusion: The Dark Side of Internet Freedom by Evgeny Morozov

    V for Vendetta by Alan Moore

    Crime and Corruption | Cyber hackers | Politics peace & war | War | World Cafe | World Since 1920 SW Asia & Africa

    History of Mankind

    Ancient Asia, Africa, Europe

    SW Asia, Egypt, the Aegean, and North Africa

    Near Eastern, Aegean, N. African Civilizations

    Mesopotamia and Iran to 1600 BC

    River valley civilization in Egypt to 1600 BC

    Syria, Palestine, Anatolia, Aegean to 1600 BC

    Egyptian and Hittite empires, 1600-1050 BC

    SW Asia; Iron Age, 1050-700 BC

    Assyrian, Neo-Babylonian, 746-250 BC

    Parthian, Sasanian 250 BC-AD 651; Armenia

    Nilotic Sudan, S. Arabia, Ethiopia AD 600

    N. Africa until Roman conquest from 146 BC

    Ancient Europe & Mediterranean to AD 395

    Non-classical ancient Europe

    Classical Greek civilization, 1200-323 BC

    Hellenistic Age, 323-27 BC

    Rise of Rome

    Roman Empire, 31 BC-AD 395

    books

    ancient history sourcebook

    Cartographies of Time by Anthony Grafton Visualization

    The History of the Ancient World by Susan Wise Bauer

    TV: history channel | World Heritage List

    Humanities | Lessons of History | Time

    Apocalypse

    about | Crisis planning: NISAC fields / critical infrastructure | doomsday groups millennialism | Religion

    books

    One Second After by William R. Forstchen

    Art

    Art in General

    Theory & Classification | Experience & Criticism | Arts in Particular Cultures | books

    How do you discover art?  What categories interest you?  What are your favorite styles?  Which three artists would be in your dream collection?  How often do you visit art galleries?  What art events (fairs, auctions, etc.) did you attend in the last year?

    Theory & Classification of Arts

    Philosophy of art: Alain Badiou activist art

    Classification of the arts

    Experience & Criticism of Art

    Art appreciation: <museums> | <news>: artfixdaily, Paris Review

    Criticism of works of art

    Scholarship in the arts

    Social, economic, and cultural institutions: Public Art League

    Economics of art: culturaldata data

    Training and work of the artist

    <collaboration>: Indivisible by Four by Arnold Steinhardt

    kickstarter philanthropy / funding

    Preservation and dissemination of works of art

    art fairs: friezeartfair

    <digital>: digitisedart

    Granta literature

    online: vipartfair

    Arts in Particular Cultures

    Arts of the Stone Age peoples

    Arts of the Western tradition

    In antiquity

    Middle ages

    Renaissance to present in Europe & America

    Arts of Asian peoples: Ai Weiwei innovation | East, Central, South, SE Asia

    Arts of the Middle East and of the Islamic peoples

    Arts of the African peoples

    Arts of the Oceanic peoples

    Arts of the American Indian peoples

    Primitive, folk, and popular arts: <Popular Culture midwest>

    Books

    Art/Work by Heather Darcy Bhandari

    Cream

    The Art Book

    The Gift by Lewis Hyde

    The Story of Art

    in general: affordable: art, 20x200 | online: artbase, urchinmovement | publishers: sequencepress | Social Networking: society6 | visual search: plinklart

    Books | CEO | iPad | Mind Wandering | Museums & Galleries | Popular Culture | ThinkList | Unequivocals | Valuation | Visualization

    Computer Science

    Artificial Intelligence

    What does it mean to think or to feel?

    expert systems

    frame-based systems

    semanitc networks

    robotics

    What is the mind?  Do minds really exist?  To what extent are minds functionally dependent upon the physical structures with which they are associated?  Might minds be able to exist quite independently of such structures?  Or are they simply the functioning of appropriate kinds of physical structure?  Is it necessary that the relevant structures be biological in nature (brains), or might minds equally well be associated with pieces of electronic equipment?  Are minds subject to the laws of physics?  What are the laws of physics?

    Singularity big ideas: about | IBM Watson | moore’s law | Sensors | Singularity Institute for Artificial Intelligence singinst

    Books and papers

    Accelerando by Charles Stross

    Man-Computer Symbiosis by J. C. R. Licklider crowd

    The Emperor's New Mind by Roger Penrose

    The Singularity Is Near: When Humans Transcend Biology by Ray Kurzweil

    Black Box | Future | High-Performance Computing | Innovation | Science scientometrics | Think Tanks

    Matter and Energy

    Atoms

    Structure and Properties of Atoms

    intro

    atomic nature of matter

    atomic weights

    atomic spectra

    xrays/atomic structure

    antimatter

    physical constants

    Atomic Nucleus and Particles

    structure of atomic nucleus

    isotopes

    radioactive nuclei

    neutron

    reactions of atomic nuclei

    fission

    Fusion

    subatomic elementary particles

    passage of nuclear particles through matter

    books

    An Introduction to Nuclear Physics by W. N. Cottingham

    The Ghost in the Atom by P. C. W. Davies

    Elements of Technology

    Automation

    How much automation exists within each major manufacturing operation?  How much additional automation (digital factory) can be implemented in the manufacturing operations?  What would the capital requirements be?  What would be the effects on production? (a) costs; (b) labor utilization; (c) labor content of costs; (d) production flexibility  To what extent are finished products and components standardized?

    customer contact: soundbite | homes: 4home | manufacturing automation: automationmag | movie production: mesoft  | test automation: spirent software | workflow automation: skelta

    Business Process Reengineering | Facilities and Equipment | Home | Laboratories | Manufacturing Facilities | Manufacturing Flow and Processes | Robotics | Supply Chain Management | Used | Warehouse Management

    B

    A  B  C  D  E  F  G  H  I  J  K  L  M  N  O  P  Q  R  S  T  U  V  W  X  Y  Z

    about | big ideas | big picture | due diligence | twitter

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    Balance | Beauty |  Behavior of Organisms | Bicycles | Big Data | Big Ideas | Big Picture | Biosphere | Biotechnology | Black Box | Board Games | Board of Directors | Books & Book Publishing | Brand Identity and Loyalty | Budgeting | Business Intelligence | Business Organization | Business Process Reengineering | Buying Decisions

    Philosophy

    Balance

    The perfect is the enemy of the good. Voltaire

    in general: live within your means | moderation | one video

    inequality/diversity: Biodiversity biosphere | Education | Fairness | <Food>: Engel’s coefficient production / distribution of wealth | Income | Intersections | Quality of Life

    simplicity: less is more

    books

    Balance, the fundamental verity by Orlando J. Smith big ideas, ten books

    Walden by Henry David Thoreau books

    Equations & Algorithms | Issues | ThinkList | Values

    Beauty

    Do we think beauty, or do we feel it? Richard Seymour

    about | Art  | Coolhunting | Design | evolution of beauty | first impression | Humanities | landscapes | Perception | sexual attraction

    Life on Earth

    Behavior of Organisms

    Behavioral Responses

    about

    Diverse conceptions of animal behavior

    Patterns of stereotyped response

    Hormonal and nervous control of behavior

    Evolution of behavior

    Behavioral Capacities

    Basic behavioral activities of individuals

    Higher behavioral characteristics of animals: Dog Whisperer

    Behavior of animals in groups

    Evolution of behavior

    books

    The Behavior of Organisms by B. F. Skinner

    The Horse Whisperer by Nicholas Evans

    Fields of Technology / transportation / wheeled vehicles

    Bicycles

    bike sharing: cphbikesshare | break-down and travel: freemantransport | commuting: bta4bikes | Continuously Variable Planetary (CVP) transmission: fallbrooktech elements of technology / energy conversion | electric | Design competitions: oregonmanifest | film festival: bicyclefilmfestival | It’s Your Ride| lights: bookman, lightlanebike v | parking meters to bike racks | pg-bikes | Social Networking: strava | wooden: sanomagic mahogany | Wright Brothers

    Green

    Big Data

    consultants: mu-sigma | Hadoop tools: karmasphere | machine data: splunk | online behavior: sociocast | papers: Detecting Novel Associations in Large Data Sets MINE

    Data Mining | Decision Making | Enterprise Systems

    Big Ideas

    About browse engine | Artificial Intelligence singularity | Balance | Biosphere natural capital | Biotechnology stem cells | Books truth | CEO steve jobs | Checklists | Cities sensors | Cloud education | Construction high rise | Coolhunting pechakucha | Core Competency 80/20 | Crowd Sourcing reCAPTCHA | Currency euro | Cyberspace democratization | Data Mining forecasting | Earth’s Envelope warming | Edge.org | Education one laptop | Energy Management | Fields of Technology space | Fusion | Future | Gaming gamification | Google 10100 | Growth | High-Performance Computing | Ideas | Innovation xprize | Internet | Issues | Language duolingo | Leadership maverick | Lifetime Learning | Megacities | Particular Arts the art museum | Political Concepts hayek | Predictive Intelligence | Problems & Solutions | Production wealth | Randomness black swan | Robotics | Sensors internet of things | Smart Grid power flow | Solar arrays | Startups | Sustainability | Teachers | Think Tanks | Unequivocals | Universe parallel | Utopia | Venture Capital | Visualization surgery | Water | Women 10,000 | Zeitgeist

    prezi

    Big Picture

    Matter and Energy | Earth | Life on Earth | Human Life | Human Society | Art | Technology | Religion | History of Mankind | Knowledge Creation | books

    Matter and Energy

    Atoms

    Energy, States, & Transformation of Matter

    Universe

    Earth

    Earth’s Properties

    Earth’s Envelope

    Earth’s Surface Features

    Earth’s History

    Life on Earth

    Nature & Diversity of Life

    Vital Processes

    Structure and Function of Organisms

    Behavior of Organisms

    Biosphere

    Human Life

    Stages of Development

    Health and Disease

    Human Behavior

    Human Society

    Social Groups

    Social Organization and Change

    Production and Utilization of Wealth

    Politics and Government

    Law

    Education

    Art

    Art in General

    Particular Arts

    Technology

    Development of Technology

    Elements of Technology

    Fields of Technology

    Religion

    Religion in General

    Particular Religions

    History of Mankind

    Ancient Asia, Africa, Europe

    Medieval Europe, Africa, Asia

    East, Central, South, SE Asia

    Sub-Saharan Africa to 1885

    Pre-Columbian America (1540)

    Modern World to 1920

    World Since 1920

    Knowledge Creation

    Logic

    Mathematics

    Science

    History and the Humanities

    Philosophy

    Preservation of Knowledge

    books aStore

    About Looking by John Berger art

    National Geographic earth

    On The Shoulders Of Giants by Stephen Hawking matter & energy

    The Structure of Scientific Revolutions by Thomas S. Kuhn

    discovermagazine

    ThinkList

    Life on Earth

    Biosphere

    You protect what you love. Yvon Chouinard

    Features | Biological populations | Disease & death | Ecosystems | Human impact

    Basic Features of Biosphere

    Extent of the biosphere: The Earth's Biosphere by Vaclav Smil

    The ecosystem

    Biodiversity

    Balance

    Nature & Diversity of Life

    Natural Capital big ideas: The Economics of Ecosystems and Biodiversity TEEB

    Every day, we use materials from the earth without thinking, for free. But what if we had to pay for their true value: would it make us more careful about what we use and what we waste?

    Biological Populations & Communities

    Biological Populations

    Biotic interactions

    Biological communities

    Biosphere Disease and Death

    Disease and death

    Plant diseases

    Animal diseases

    Human diseases

    Ecosystems

    Terrestrial ecosystems

    Land environment

    Major life forms

    Productivity

    Aquatic ecosystems

    rivers

    distribution of organisms

    floras and faunas

    Earth’s Envelope

    forest land management: imagetreecorp | tree canopy height

    Humans in the Biosphere

    Qualities that set humans apart in the biosphere

    Human impact on the biosphere

    I human impact = P population x A affluence x T technology

    Utilization of organisms by humans

    Conservation of natural resources

    Extinction: A Naturalist and Other Beasts by George B. Schaller

    organizations: Millenium Alliance for Humanity & the Biosphere sustainability

    Balance inequality/diversity | Books ten books | Earth’s Surface Features | Green | Issues

    Fields of Technology

    Biotechnology

    in general: algae: solazyme | alliances: recap | biomarkers: rulesbasedmedicine | biomaterial storage: biostorage | certified refurbished instruments: cgenetool | conifer seedlings: cellfor | consultants: bioconsultants | drug discovery: enlightbio, inhibox cloud computing | intelligent metadata: biowisdom knowledge management | life science community: biospace | natural gas recovery: lucatechnologies | news: bioworld, genengnews | nucleic acid extraction platform: progentech | search: nextbio | seed plants phylogenomics | testing & diagnostics: lab21 | tools: fluidigm | venture capital: burrillandco | waste(garbage)-to-fuel: enerkem sustainability / biofuels, fulcrum-bioenergy

    clinical trials and research: enrollment: inclinix | research: gobalto | software: cytel

    life science: www.the-scientist.com | business performance optimization: www.decisionviewsoftware.com | content compliance: virtify | <data> science: galaxy | disease registries: remedyMD | document search: http://www4.infotrieve.com | enterprise software: cambridgesoft | key opinion leaders (KOL) management: openq | learning solutions: clearpointlearning | services for the entrepreneur: plsg

    stem cells: banking big ideas: Neostem china | bioethics | dental: store-a-tooth banking | skin: skin gun science / medicine, ulthera ultrasound

    Agriculture & Food Production | Compliance | Facilities & Equipment | Gaming | Green | Human Life | Innovation biomimicry | Laboratories | Nanotechnology | Research and Development | Research Parks & Incubators | Startups | Structure & Function of Organisms | Sustainability biofuels

    Black Box

    about | Artificial Intelligence | brain | CIA politics | Cloud Computing | complex systems | dreams | IOLab math/applied | mind | Santa’s workshop | Science | stock market | systems of systems

    Gaming

    Board Games

    about | boardgamegeek | Checkers | Chess | Cribbage | dominoes | Jeopardy | MasterMind | Monopoly | Scrabble | Trivial Pursuit | Wheel of Fortune

    Family | Toys and Games | Visuospatial

    Business Organization

    Board of Directors

    agenda & minutes | audit committee | board makeup | board management | board prerogatives | chairperson | committees | compensation committee | director training | directors and officers insurance (D&O) | nominating committee | outside directors | performance evaluation

    Agenda and Minutes

    Does the CEO effectively integrate the agenda items of all board members? On both a macro (1-2 year) and micro (meeting-to-meeting) basis?  How are agenda items prioritized?  Has the board tried using a consent agenda to improve the efficiency of meetings?  Is the agenda focused on strategic issues that will determine the company’s longer-term positioning; or is it delving too deeply into operational details?  As a policy, does the board recommend the destruction of directors' meeting notes once minutes have been officially adopted?  Are all board minutes archived at company headquarters and accessible by directors?  What target is set for turnaround of board minutes? board forms

    AuditCommittee

    Is the audit committee about failing to perform its job properly because members are either unqualified or are too close (related) to the management of the company?  Does the committee fully understand and comply with all required SEC reporting requirements?  Do audit committee members meet the tests for independence necessary to meet SEC guidelines? (a) they, their spouses or children do not currently work or have worked at the company or its affiliates within the past five years; (b) they have not received compensation from the company or its affiliates for work other than board service; (c) they are not partners, shareholders or officers of a business with which the corporation is dealing.  Does at least one audit committee member have an accounting or finance background?  When was the last financial audit performed by an outside third party? For what reason?

    book: Audit Committee Essentials by Curtis C. Verschoor | Institute of Internal Auditors | sample charter

    Internal Audit

    Board Makeup

    What criteria/objectives are set to establish the makeup of the board?  Is the size of the board appropriately scaled to the size and scope of the company’s operations?  What are the director profiles needed to compose the board?  Is the number of inside vs. outside directors balanced?  What can the board learn from the composition of competitors’ boards?  Does each director have a personal economic stake in the company?  Is it appropriate and feasible for the board to have directors from other countries?  What are the independence requirements for directors?  How many directors should we have?  How do we select the Chair?  Do we need a lead director?  What committees should we have?  What specific skills do we need on the Board?  Do directors need to have experience in our industry?  What personal qualities should directors have?  What behavioural skills should directors have?  Should directors have previous board experience?  What are the best sources of directors?  How should we approach prospective directors?  What is the director’s job description?  What commitments do we expect individual directors to make?  What compensation should we offer to directors?  How long should we expect directors to serve?  What other questions should we expect from prospective directors?  How should we interview prospective directors?  How should we do background checks?  Does the Nominating Committee have the time and resources to conduct an effective search?  What is the mandatory retirement age for directors?  What is the term limit for directors?

    Directors Database: www.boardmember.com/member_directory/brief.shtml | executive search firms: www.boardmember.com/network/index.pl?section=1066&show=index | removing a director: www.boardseat.com/Articles.asp?AID=26 ]

    Board Management

    What percentage of time does the CEO spend on board-related activities?  Is it reasonable?  Is the board careful to not get involved in micro-managing the operations of the company?  Do the CEO and directors effectively address, utilize, and resolve conflict in the boardroom?  Is the board rendered dysfunctional due to directors who don't communicate effectively with each other, have difficulty reaching consensus on important issues, and find it impossible to work as a team?  Instead of hard-copy briefing books, has the board considered an on-demand collaboration space for all board activities and information? (a) minutes; (b) orientation of outside directors; (c) agendas; (d) financials; (e) committees

    on-demand board portal: boardvantage, directorsdesk

    Board Prerogatives

    Do the board and management clearly understand and agree to those decisions and rights the board chooses to reserve to itself? (a) strategic plan approval; (b) deal size limits; (c) sale of company assets; (d) reporting of buyer inquiries; (e) opinion letter; (f) takeover defense; (g) other deal-related issues; (h) acceptable dilution ratios; (i) valuation methods; (j) limits on investment banking fees; (k)requirements for post-deal audits  Has the board specified a transaction level or size which requires board review and approval?  What is the board’s policy on the use of stock for mergers and acquisitions?  How far can management proceed with the exploration of the sale of assets without board approval?  What is the board’s policy on management’s obligation to promptly report all inquiries concerning significant transactions?  Do employees know how to respond to unsolicited inquiries?  What is the board’s policy on when an opinion letter should be required?  What transaction size?  Who will sign off on valuation?  Who will approve letters of intent?  Who will approve investment banking fees?  Who will approve deal structuring?

    Corporate Governance

    Chairperson

    Should the Chairman and CEO be one or two people?  Has the chairperson taken the lead role in key issue development? (a) board development strategy; (b) board committee structure and function; (c) board committee assignments; (d) board policies, procedures, by-laws  Has the chairperson provided adequate opportunities for full and frank discussions of key issues and questions raised?  Is the chair too dominant?  Does s/he lack some essential leadership qualities needed for efficiency in reaching soundly reasoned decisions?  How do you rate the interaction among the chair, the CEO, and the management team?  Are board decisions being adversely affected by the chair’s leadership style or content? Chairman of the Board: A Practical Guide by Brian Lechem

    Committees

    What are the board’s policies for director committee service? (a) compensation; (b) number of committees at one time; (c) minimum time requirements; (d) tenure on each committee  What are the functioning committees of the board?

    board advisory services | sample charter

    Compensation Committee

    Is the compensation committee responsible for CEO succession, or has a special committee been formed for this function?  Is the committee using performance-based compensation programs for executives tied to specific goals?  Is the committee using all equity-based compensation packages in a reasonable and cost-effective manner?  Is the committee ensuring that compensation policies encourage a meaningful financial stake in the corporation through long-term “acquire and hold” practices by key executives and directors?  Is the committee basing compensation decisions on the effectiveness of various forms of compensation to achieve company goals, rather than simply on their accounting treatment?  Does the committee give shareholders control over potential equity dilution resulting from compensation practices?  Does the committee serve shareholder and market interests through transparent and readily understandable disclosure of executive compensation and the economic impact of such compensation?

    www.equilar.com | Sample charter

    Director Compensation | Executive Compensation

    Director Training

    Does the board consider it appropriate for outside directors to seek independent legal advice to prepare for certain board issues/meetings?  Will the company reimburse the director for those charges?  How effective is the board’s new director orientation program towards teaching directors the basics of the business? (a) corporate governance briefing by the corporate secretary and general counsel; (b) an introduction to the company, its mission, and values by the CEO and other senior officers; (c) stockholder communications, accountability and disclosure documents, and access to key analysts who have covered the company; (d) financial performance and comparative industry data by the CFO; (e) strategy and operations at each division or department level; (f) human resources; (g) succession planning; (h) legal and ethical environment of the business.  Does the board have a regular schedule of manager presentations designed to orient outside directors as much as possible to the company?  Does the company sponsor memberships for the board in key associations providing training and resources for directors? 

    board development: www.change-leaders.com | directory: www.asaecenter.org | management systems: www.arcsolutionsinc.com

    Executive Education | Training

    Directors and Officers Insurance (D&O)

    Does the company need to carry D&O Liability Insurance?  Is the global D&O insurance coverage aligned with local regulations that address the complex licensing and foreign premium tax requirements?  Does the company need to carry Health, Life, or Disability insurance for directors?  Does the company have life insurance on its key officers? Disability insurance?  Does the company have any outstanding COLI policies in force?  When was the last audit?

    <CEO Succession> | kidnap/ransom insurance & response: www.asiglobalresponse.com

    Nominating Committee

    Does the board use an executive recruiter heidrick to search, screen, and select new director candidates?  Is the nominating committee applying the rule of “least conflicts and the most information” when evaluating top director candidates?  Is the company carrying adequate directors and officers (D&O) liability insurance?  How has this affected the attraction and retention of high-quality directors to the board?

    Director Search: www.boardsearchpartners.com | Sample charter: www.synopsys.com/corporate/governance/corp_gov_committee.html

    Outside Directors

    Do all directors meet the test for independence?  As an outside director, have you achieved the proper balance of focus and accountability in your relationship with the CEO?  Does the board clearly recognize a lead outside director?  Does the board have an appropriate balance of inside to outside directors?  Are outside directors holding separate executive sessions as required?  Are outside directors given unrestricted access to auditors, counsel, and senior management?  Are the audit, nominating, and compensation committees composed of the appropriate number of outside directors?  Have outside directors been given primary responsibility for overseeing CEO succession?  On key committees such as audit, are all of the directors independent?  Is the company considering separating the positions of CEO and chairman?  Could this best be accomplished at the next leadership transition?  If not, has a lead outside director been considered to chair board meetings www.jnj.com/contact_us/corporate_gov/#question03 without the presence of management?

    Directorial Liability: www.borisfeldman.com/directors.html

    Performance Evaluation

    How is board performance measured? How often?  Does the board perform a self-evaluation boardevals on an annual basis?  Does management evaluate the board?  Based on the most recent evaluation, does the board contain the right individuals to provide effective oversight for the current and future needs of the company?

    advisers: directorsnetwork | book: Board Self-Assessment by John Carver | online tools: governancepro on-demand

    Decision Making | Small Business

    Major Systems of Communication

    Books & Book Publishing

    Books are alive to those who know how to use these sources of inspiration & power.

    Edmund Janes James

    in general: aStore | classics: Great Books of the Western World by Encyclopedia Britannica | e-readers: kobo, <lifetime learning>, www.plasticlogic.com, subtext social | free: kindle store, gutenberg eBooks | printg press: The Printing Press as an Agent of Change by Elizabeth L. Eisenstein | pop-ups: The Modern Architecture Pop-Up Book by Anton Radevsky, www.popupbooks.com | read harcopy & pass on: potential-energy | sony | read ebooks online: bookglutton, readbookonline | posters | reader for the blind: Intel Reader, KNFB Mobile Reader | second-hand books: hay-on-wye | speed reading: spreeder | textbooks: bookrenter, chegg cloud, inkling ipad, kno, textbooks | try before buy: trialpay | visual arts: phaidon | who’s reading what: goodreads

    encyclopedias: online: www.wikipedia.org | peer reviewed: www.citizendium.org, www.scholarpedia.org | women fashion / berg

    ten books astore thinklist

    Atlas Shrugged by Ayn Rand capitalism

    Dune by Frank Herbert science fiction

    Islands in the Stream by Ernest Hemingway art in general

    Lord of the Flies by William Golding survival

    Lost Horizon by James Hilton utopia

    Man's Search for Meaning by Viktor E. Frankl war

    Seven Pillars of Wisdom by T.E. Lawrence modern world to 1920 / SW Asia, N. & Sub-Saharan Africa  

    Silent Spring by Rachel Carson biosphere

    Walden by Henry David Thoreau balance

    Zen and the Art of Motorcycle Maintenance by Robert M. Pirsig big ideas, truth

    Balance | Big Ideas | Books | Coolhunting | Core Competency | Crime & Corruption | Earth’s Envelope | Education | Globalization | Green | Heredity and Evolution | Human Behavior | Globalization | Ideas | Immigration | Issues | Kinds of Literary Compostion | Lifetime Learning | Magic | News | Particular Arts literature | Personal Time | Play | Politics & Government | Popular Culture | Problems and Solutions | Questions | Randomness | Relativity | Renaissance | Reporting | Road Trip | Science Fiction | Self-Publishing | Shamanism | Social Organization racism | Sports | Survival |  Top Tens | Travel grand canyon | Truth |  War | Water | Work and Life Balance | World Cafe | Writing

    Advertising and Promotion

    Brand Identity and Loyalty

    What systems are in place to gain real-time insight into our brand positioning and strength?  What is the degree of brand loyalty among customers?  How does the company measure brand loyalty?  What strategies are employed to “lock-in” brand loyalty badges & stickers?  What would be required to persuade users of competitive products to switch?  What are the costs to the customer to switch?  Are we using online brand monitoring tools that can deliver TV video clips of our broadcast mentions to the desktop within 1 minute of airing?  What does the company do to insure a consistent corporate image? (a) marketing; (b) advertising; (c) sales; (d)products

    in general: beauty industry: http://ibinc.com | build a loyalty program: punchtab small business | celebrity endorsement: dbireport CRM/influencer marketing | centralized marketing: swayonline | conversion and retention: www.instorecard.com, www.webloyalty.com | coolhuntng: EXP | customer engagement at point-of-experience: fizzback | customer reviews: powerreviews, yelp | enterprise social media: www.awarenessnetworks.com | http://telligent.com | interactive customer collaboration: www.thinkpassenger.com, www.vitrue.com | localized online marketing: balihoo, netsertive | logos: logogarden DIY, logoworks Knowledge Management / crowd | match content to brands: www.musicmakesitbetter.com music, skyword | mobile phones: cellfire  | protection: markmonitor | relationship building: www.closerlook.com, www.prospero.com | reward & discount programs: www.chockstone.com, clovrmedia  card-linked offers (CLO)| social media monitoring: attentio, filtrbox, radian6, tweetriver aggregate twitter streams | strategy: thoughtmotor

    books

    BrandSimple by Allen P. Adamson

    Buyology by Martin Lindstrom

    Managing Customers for Profit by V. Kumar

    private label: debit cards: www.mavericknetworksolutions.com, wines: www.wineryexchange.com

    Coolhunting | Customer Feedback | Gaming gamification | Marketing | Products and Services | Social Media Tools | Social Networking | Strategic Planning | Surveys | Symbols

    Financial Management

    Budgeting

    You can’t (shouldn’t) spend what you don’t have.

    What is the budgeting process at the company?  How often are budgets assembled?  How are corporate objectives integrated with the budgeting process?  Is the budgeting process an interactive one that allows for feedback and coordination between top management and line managers?  How does the company integrate the individual forecasts of all functional departments into the overall sales forecasting process?  How has historical performance compared with past budgets?  How often is performance measured relative to budget?  How is overall coordination between budgeted goals and operations achieved?  What kind of accountability procedures does the company employ?  Does the company have a contingency plan in the event actual results vary significantly from the budget?  Has management considered transitioning to rolling forecasts rather than annual budgets?  Are the enterprise systems in place to accomplish this?  Are corporate objectives linked to the individual actions that support them?  Are we identifying gaps between strategic goals and planned financial results before they occur?  Are we managing financial budgets to properly impact strategic plans?  Are we developing strategic budgeting techniques to add more value to our enterprise-wide budgeting processes?  Are we using driver-based planning to enable operational managers to focus on key business issues and measures?  Are we making budgeting information more relevant to key audiences such as senior management, board of directors, and operational managers?

    enterprise budgeting: www.centage.com, xlerant | on-demand: www.adaptiveplanning.com

    Financial Statements | Planning