Directors & Boards
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A sense of the value of things: that is what we should look to the board for when a transaction is on the table or when management is in hot pursuit of a deal.
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'Corporate champions' honored for their commitment to women directors.
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Directors Roster: a quarterly record of new director appointments.
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#CorpGov: What's Trending.
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Ignite restaurant group Inc.
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Any 'breaking of silence' must pass two basic tests.
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Former Under Secretary of Defense appointed to AAR Corporation's board.(DIRECTORS & BOARDS' DIRECTORS ROSTER)
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Re-empowering the board.
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Human Capital Governance: The beginning of a new era.
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An Action Plan for a Purposeful Board.
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Paths and Implications for Navigating CEO Transitions: A departing CEO's pay structure depends on the role they will assume once their successor takes the reins.(COMPENSATION MATTERS)
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Directors roster: in affiliation with Spencer Stuart - a quarterly record of new director appointments.
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Pigs at the Trough. (Director Library).
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Early dismissal: the Supreme Court's further tightening of procedural rules means that corporate defendants may secure early dismissal of lawsuits.
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COVID-19 and Leadership: Boards have a unique opportunity to help companies mitigate stress in their management teams by providing inspiration.
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Executive pay and the Board: should a compensation committee have its own consultant? No.
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Governing the post restructured company: how to form a 'sweat the details' board.
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Dodd-Frank and the conflict minerals rule: this new regulatory initiative may affect about 6,000 companies in the United States and abroad. What boards need to know, and why they need to act now.
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Executive Session: The Directors & Boards podcast.
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Company Index.(DIRECTORS & BOARDS': DIRECTORS ROSTER)
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Holding back earth's wrath.
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The workout board member: why every company should have a turnaround expert on its board.
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Some Top Dogs Need Watchdogs: Boards increasingly pushed to establish CEO oversight procedures.
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Diversity progress in the boardroom continues to drive debate.
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DIRECTORS ROSTER: A quarterly record of new director appointments.
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Going small, and going international.
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The core work of the SLC's investigation.
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'The line could have gone flat.' (reorganization of General Development Corp.)
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Collective Illusions: Conformity; Complicity and the Science of Why We Make Bad Decisions.(BOARDBOOK: Boardroom Reads)
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The duties of private equity directors of distressed companies: avoiding an intrinsic fairness review.
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A board's road to transformation.
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The board's role in mentoring the CEO.
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Directors roster: a quarterly record of new director appointments sponsored by Spencer Stuart.
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Take the high ground on director selection.
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My years with the Pfizer board.
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'Taking inventory' of the CEO: an effective assessment process will ensure the development of stronger CEOs. Here is a model of a comprehensive and fair process.
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Boards, Boundaries and CEO Coaching: Directors must provide both support and challenge, but they shouldn't look to act as an executive coach.(EXECUTIVE COACHING)
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The Unhappiest Succession on Earth?(ENDNOTE)
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How boards can engage in taming health care costs.
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Leggo my ego: don't let pride or arrogance hold you back from learning how to be a better director. (Some Things Considered).
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TSR can be a flawed incentive measure: here is what you really want to measure to drive value-building behavior.
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ENVIRONMENTAL, SOCIAL & GOVERNANCE: Key transparency and performance issues for 2018.
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Chairman of the Board: a Practical Guide.
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The Way it was: 1976.
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The Chevron way to a strong board.
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iPads take over the boardroom.
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Financial reporting: the abuse-prone areas: a refresher on those elements of financial reports that are most vulnerable to impropriety, along with suggestions for avoiding deception.
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'Deepening insolvency' adds to board challenges: a growing risk area for directors of troubled companies is the developing theory of deepening insolvency.
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A prime target: a personal rebellion against 'think-alike' boards motivated the founding of Directors & Boards.
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Big investors' short-termism drumbeat: message to boards: embrace the long haul.
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Short-termism: good until it goes bad.
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Extra comp for the nonexecutive chair and lead director.
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Mirror, mirror ... when the board looks at itself: self-examination is no longer merely an option. The board and management team need an evaluation process that is an effective tool for gauging performance and facilitating needed changes.
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Roadmap to the boardroom.
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Pay without Performance.
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Three CIO Communication Mistakes: What boards should focus on when working with tech leaders.
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Motivations for joining a board: there is really only one good reason.
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Chairwomen Need Guidance, Too: Only time will tell if the larger number of female directors will extend to the chair role.(ENDNOTE)
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FIVE ESSENTIAL STEPS for Boards Conducting INTERNAL INVESTIGATIONS: Effective board oversight of an internal investigation can ensure the best result for the company, its employees and its shareholders.(BOARD OVERSIGHT)
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Divestitures: Creating Value Through Strategy, Structure and Implementation.
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The Way it was: 1987.
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Making Sense of SEC's Proposed Human Capital Disclosures.
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The old values will prove reliable.
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Who's on Board 2015: the Directors Roster annual review of newly elected board members.
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Running with Reebok: back in 1991, Reebok's CEO laid out the four essentials of global leadership.
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A threat of additional liability.
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The Directors and Boards Survey: CEO and director compensation 2011: there has been some catch-up CEO pay, and say on pay in having limited impact on a board's approach to executive compensation.
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A compensation committee action plan: making informed business judgments about executive pay.
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How to eliminate EPLI coverage gaps.
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2012 article index: these were the hot issues and the top of the agenda topics that Directors & Boards authors addressed this past year.
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Women on Silicon Valley boards at all-time high.
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Why more boards will seek directors with health care experience: given current and future trends, the demand is likely to rise significantly in the coming years for the formidable competencies that health care leaders possess.
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Media tools to reach and teach.
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Gary Sutton: director provocateur.
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A simplistic solution to a complex problem.
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Falling in, and out, of love with Big Oil.
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Make CEOs earn their pay: here is how compensation committee members need to start thinking about the next generation of stock options.
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'Say on pay' is not a 'slippery slope': an advisory vote on executive compensation makes sense for both companies and shareholders. Here are 10 reasons why.
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Rebuilding trust in the boardroom: how boards can restore confidence after the crisis.
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A textbook case of board risk: the dangers are unreal ... the liabilities are very real.
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Engagement is more important than ever: audit committees of global companies face four key challenges.
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Expert advice and director liability: seeking expert advice is an effective way of shielding directors from potential liability.
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The Ever-Expanding Scope of the BOARD SKILLS MATRIX: To provide value to their current (and prospective) company boards, directors must keep their skills sharp and seek to attain new ones.(BOARD COMPOSITION)
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The vital alliance.
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#CorpGov: What's Trending.(BOARDBOOK)
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The gathering regulatory storm.
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Is your D&O policy ready to handle M&A?
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Open season for board minutes.
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A U.S. U.K. director's report.
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2008 article index: the hot issues and agenda items that Directors & Boards authors tackled last year.
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A moment that changed a career.
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For a quarter of a century.
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BWT Technologies board adds Nicole W. Piasecki, aerospace and defense industry veteran.(DIRECTORS & BOARDS': DIRECTORS ROSTER)
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Board vetting in the digital age: the definition and mechanics of 'background checking' have changed over the years, but the guiding principles of full and forthcoming disclosure remain the same.
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Kathleen M. Camilli: director, Unifirst Corp.
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Boards: shake up your memberships: why are boards still not global enough or diverse enough?
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ESG Metrics in Compensation Plans and Executive Employment Agreements: See how some of America's largest companies are implementing sustainability metrics into their comp strategies.(THE G IN ESG)
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Johnson Outdoors Inc.
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Bolstering the board's environmental focus.
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The core function: guidance or compliance? The former is important, but the latter is crucial. Who else but the board would do it?
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The new paradigm.
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You can't know it all: why directors have such difficulty understanding their companies.
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'Smith v. Van Gorkom' on its 15th anniversary.
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The pay ratio rule: Get ready, get going: it's time to make lemonade--boards should be thinking strategically today about how they will change their compensation programs and disclosures to mitigate the coming controversy.
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How Involved Should a New CEO Be in BOARD RECRUITMENT? CEOs are a crucial part of the board recruitment process, but collaboration with stakeholders is key to ensuring an efficient and successful outcome.(CEO SUCCESSION)
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Private companies need boards, too.
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Dupont Co.
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8 positive trends that are transforming boards: boards are more aware than ever of their duty to create value for their shareholders.
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Seize the moment.
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Eagle materials Inc.
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An Ode to Robert Monks.(EDITOR'S NOTE)
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Hit the Ground Running: Expectations and advice for new compensation committee members.(COMPENSATION MATTERS)
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DO-GOODISM ... or Just Good Business? What are boards' top concerns when it comes to ESG strategy and governance?(THE CHARACTER OF THE CORPORATION)
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What Institutional Investors Are Thinking.
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Honest questions needing honest answers: five straightforward queries that compensation committees should be asking...and answering.
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When it's time to say, 'stop this bus!': directors must track problems and take action at an early stage. Here are warning signs that should make you question whether the company is going in the right direction.
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Former Campbell Soup Company CEO Joins Quest Diagnostics' Board.
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A 'home run' for Buffett's board.
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Board guidance for going private: five critical debating points for boards with an ESOP transaction on the agenda.
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An Ode to Good Governance.(EDITOR'S NOTE)
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Internationalize and be innovative.
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Losing Anne Klein.
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What you won't find in a director search matrix: my own top five list of the most needed--yet least identified--qualities for an outstanding board director.
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Trust is the critical element.
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Women supporting women.
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'IT TAKES THREE TO TANGO'.
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The power and the process.
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Doing an IPO: What really matters.
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The 'known quantity' factor in finding new directors.
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Preparing your new directors.
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First Principles of Executive Pay: Setting Effective Performance Goals.
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Stepping Outside the Echo Chamber: Why a diversity of perspectives matters in the boardroom.(LEGAL BRIEF)
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Who Should Be on the CEO SEARCH COMMITTEE? Members of the CEO search committee should hold certain titles, but they should also possess particular characteristics.(CEO SUCCESSION)
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What Does Corporate Character Really Mean? A company should demonstrate its values in good times and bad.(THE CHARACTER OF THE CORPORATION)
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The CEO of the Business Roundtable on the Statement of the Purpose of the Corporation: Josh Bolten talks about the impact of the statement's update a year later.(THE CHARACTER OF THE CORPORATION)
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How long term is your long-term planning: that's the board's job to know, and directors cannot look to corporate law to supply the appropriate strategic horizon.
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The Directors & Boards survey; CEO and director compensation.
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The C-Suite Wants More from Their Boards.(Director Data)
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There are no guarantees: what those who made the breakthrough have in common.
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Social media: to be handled with care: it may be up to the audit committee to ensure that management puts in place a risk-aware social media governance framework.
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Case study of a CEO 'thinking quantum.'.
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TRUTH IN FINANCIAL REPORTING: Is Your CEO Lying? Al, a focus on non-financial data and more may shed light.
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Putting more strategy into strategic alliances.
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Accept a bank board seat? A verdict from the litigators: when and why bank directors are most often at risk of civil liability.
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Fundraising as a performing art.
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Directors demand better engagement: how TXU Corp. is making sure that its board sees the right things at the right times and in the right way.
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MY BOARD JOURNEY: JULIANA CHUGG, Director, Caesars Entertainment Corp. and VF Corp.(DIRECTORS & BOARDS' DIRECTORS ROSTER)
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Keep Politics Out of the Boardroom.
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How it begins ... fraud, that is: don't tell anybody to do something wrong. Just apply some sly pressure, along with a pat on the back.
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When deals go sour.
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Director pay: overhaul in progress: a 'premium' for board leadership: changes in board governance--in terms of time, effort, role, and responsibility--are beginning to be matched by changes in board compensation.
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Executive Compensation and Stakeholder Capitalism: Companies looking to incentivize behavior tied to ESG goals should consider time-honored principles.(COMPENSATION MATTERS)
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Financial advisor gets tagged for aiding and abetting a fiduciary breach.
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ROUNDTABLE: The Legacy of 'Smith v. Van Gorkam'.
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Boards think they're doing a good job ... but CEOs disagree. What directors can do to bridge that disconnect.
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Measuring Impact in the Boardroom: B Corps setting the standard for measuring SRI.
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Report: Director Assessments Are Lacking. Here's how boards can improve their own performance while promoting refreshment.
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One woman's 'breakthrough'.
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Expectations Investing. (Director Library).
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The Board Book.
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A Dissatisfied Workforce Is the Biggest Risk of All: Boards and companies ignore DEI concerns at their own peril.(ENDNOTE)
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Governance book of the year: Lynn Stout's the shareholder value myth.
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Who pays for corporate investigations? Not the D&O insurance policy ... And it's a good thing for directors that it doesn't.
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Directors Roster: In affiliation with Spencer Stuart -- a quarterly record of new director appointments. (Spencer Stuart / Directors & Boards Directors Roster).
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Producer of Toy Story 3, Coco, and Monsters, Inc. Films Joins Glue Mobile's Board.
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Impact investing in the boardroom: for boards considering a broader focus on social responsibility, the benefit corporation model may be attractive.
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Needed: a mission statement for directors.
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The corporate board in our future.
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The New Corporate Cultures.
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Counter strategic risk with pattern thinking.
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Western Union's First ESG Report: CEO Hikmet Ersek rides the 'purpose' train, supported by the board.
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Director Opportunities for the Next Generation.
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The changing culture of boards.
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#CorpGov: what's trending.
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Forcing ESG: From holding CEOs accountable to mandating women on boards, some policymakers want to mandate that corporations do good.
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The high cost of confrontation.
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BCDC: a force for empowering black directors.
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Reporting During the Recovery.(BOARD BOOK: WHAT'S ON THE AGENDA?)
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Arriving at the right equity split.
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Crafting the pay of non-CEO chairmen: with the number of non-CEO chairmen expected to increase, boards and compensation committees must arrive at a more complete understanding of how individuals in this role are paid.
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Director Index.(DIRECTORS & BOARDS' DIRECTORS ROSTER)
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'One excellent and growing trend'.
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Company index.
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Getting the best D&O coverage.
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A big catch.
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Comp Committees Should Broaden Tech-Ethics Scope: A Focus on AI and Machine Learning.
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#CorpGov: What's Trending.(BOARDBOOK)
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'Climate crisis' needn't mean corporate crisis: boards that want to be part of the solution can take steps right now to respond to a concern that is driving societal debate and investor attention.
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Eight Ways for Boards to Combat INFLATION: Ram Charan notes that most senior managers have never seen or dealt with hyperinflation.(A WORLD OF RISK)
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Six strategy traps.
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Snap's Not Looking to Chat With Shareholders: How the parent of mobile-messaging app SnapChat's new stock structure will undermine investors, corporate governanct and the courts.
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Deckers outdoor Corp.
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Is your board ready for seismic realignment? Four things directors must understand now about growth and disruption.
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Book it: best bets for board reading; From a roundup of new books, leadership insights on rethinking a succession plan, becoming a first-time president, stakeholder strategizing, VIP treatment, and an ISS-BRT pow-wow.
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Assessing Board Performance: The secret sauce is in focusing on director strengths and skills.
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Roundtable Discussion: The Changing Relationship Between the Board and Management: Corporate leaders share their experiences guiding CEOs through crisis.(THE CHARACTER OF THE CORPORATION)
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Managing the image of a joint venture.
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How Well Do You Really Know the Shareholders You Represent?
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Myths and realities of executive compensation board members need to know what is working--and what isn't--in executive compensation, and base their views on available facts.
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Boards are getting older.
