To recognize outstanding leaders who have made a difference in the boardroom and behind the scenes, Corporate Directors Forum is honoring six of San Diego's top executives with Director of the Year awards for their ethical conduct, integrity and high standards in corporate governance.  

It has been called "the Woodstock of corporate governance" by editor and co-founder of The Corporate Library, Nell Minow -- and this year, Directors Forum 2009 promises to continue the tradition.  

By MICHAEL J. BERTHELOT, Corporate Directors Forum

One of the commonly voiced criticisms of directors is their failure to challenge management's plans, actions or assumptions -- to ask hard questions and stand up for the shareholders.  

By NATALIE WARDEL, The Daily Transcript

In an entrepreneurial community like San Diego, a company needs to be prepared with plans to replace a CEO, because no matter how important core executives are in the management of their companies, eventually they retire.  

By Karin Eastham, director, SGX Pharmaceuticals Inc.

There have been many attempts to define what is meant by “good corporate governance." Everyone who is asked has a different definition. Some even talk about the need for corporate governance as a nuisance, something that interferes with the strategic responsibilities of the board. Yet, when aspects of good governance are discussed, everyone agrees on the components.  

By Julie Meier Wright, director, Maxim Systems

“Companies in transition” is often a nice term for companies undergoing a great deal of stress – companies in which the boards of directors is more intensely engaged, when very difficult decisions are being made, when the true meaning of “fiduciary responsibility” comes to the fore.  

In the past 30 years, I have served on more than 35 corporate boards, and never have I seen more challenging times for corporate governance than the past 24 months. It is, of course, the post-Enron, WorldCom, Sarbanes-Oxley world we operate in that has provoked these challenges. The reality is that we must proceed rationally through this particular point in American corporate history where the sins of the few have caused what I believe is an overreaction among regulators and the press.  

By The Honorable Alice D. Sullivan (Ret.), director, Scripps Research Institute

In the summer of 2003, The Scripps Research Institute received an unanticipated invitation from Gov. Jeb Bush to establish a research facility in Florida. The invitation came with a promise of land, laboratory facilities and government economic development grants to fund initial operations — a package that would add up to a half billion dollars. The governor required a fast response to take his proposal to the legislature in the fall.  

By Susan H. Snow, director, Maxim Systems

Long before I ever joined a corporate board, I had a mental image of the ideal board setting that included a wood-paneled room, dark-leather arm chairs and a long mahogany table. We’ve all seen the Hollywood black-and-white films: cigar smoke swirls, pocket watches linked to coats, chortled laughter amongst board members who at the end of the day would never challenge the leader. The old gentlemen seated during the meeting were the main investors of untold fortunes. Further, these individuals focused primarily on protecting their own money if not on their social status in the board club. I didn’t respect them much.  

By John Reardon, director, One Stop Systems

In today’s boardroom, it is easy to find yourself overwhelmed with the concerns of trying to meet the requirements of proper corporate governance. In the current environment, we are witnessing an almost over-engineered idea of how one can best support the interests of the shareholders. It is easy to wrestle with details and ignore the potential that can be achieved by a truly strong board of directors.  

Being a good corporate director is a complicated balancing act — loyalties vs. duties vs. friendships vs. business. I believe that in governance the adage of British justice applies — justice must not only be done but appear to be done, i.e. transparency.  

By Chris Van Gorder, president & CEO, Scripps Health

Governance in nonprofit organizations is a bit different from that of for-profit companies.  

By Rodney N. Lanthorne, president, Kyocera International Inc.

The term “corporate governance” refers to the system and philosophy that, together, promote corporate fairness, transparency and accountability as a means of creating and maximizing value. Of course, corporate governance is comprised of many elements. As a director of Kyocera Corp. in Japan and AVX Corp. in the United States, I have been interested in national differences in corporate governance practices. Recently, with the globalization of capital markets, such differences are disappearing.  

By John H. Warner Jr., director, SAIC

As an employee at SAIC for more than 33 years and a member of the SAIC board of directors for more than 17 years, I have had the privilege of observing and participating in the growth of the company from less than 300 employees to more than 43,000 employees. Owned by current and former employees, SAIC has evolved from a small company with few stockholders to a large company with more than 38,000 stockholders. During this growth, SAIC took one division of the company public and it is in the process of an initial public offering for the whole company.  

By Joseph C. Cook Jr., chairman of the board, Amylin Pharmaceuticals

Today, more than ever, corporate governance is a topic of popular debate in the news media. Recent events have created an atmosphere of doubt and caution about business ethics. The questions are not limited to members of the business community, but are expressed by people from all walks of life. This concern, left unaddressed, could result in excessive regulation and litigation, and, in turn impair our very ability to build a strong economic future for our country. Regrettably, morality cannot be legislated effectively. We should avoid the temptation to control bad behavior solely by this means. We had laws on the books that addressed the most egregious of the bad events, and yet they still happened.