Managing risk requires compliance program evaluation, thorough audits and a clear tone at the top.

Serving as a director of a publicly traded company has become increasingly challenging. On one hand, corporate structures continue to grow more intricate. On the other, enforcement agencies and regulators across the globe are broadening their definitions of corporate crime. This collision between increasingly complex and international business opportunities and continuously evolving regulation places companies at greater risk.  

My Board Journey

Investors are showing no hesitancy to object to nonpreferred pay decisions and program features.

A new report finds CEO and CFO base salaries increasing but bonuses on the decline.

What Directors are Thinking

Charles Zimmerman, DMin

Independent Director: 
Univest, Clemens Family Corporation

As a lead director and governance committee chair, board composition and development and director recruitment and succession are always on my mind.  

With more than half of companies failing to plan for CEO succession, the topic needs to become more prevalent at meetings.

In a relay race, dropping the baton is catastrophic. All the advantages and momentum gained up to that point in the race are lost. Even the most talented teams have a slim chance of recovering from a dropped baton.

To contribute effectively during economic uncertainty, directors need candor, care, curiosity and humility.

Boards of Delaware corporations may want to move toward adopting officer exculpatory provisions.

Delaware law has long recognized a director’s duty of oversight. The well-established doctrine, first articulated in 1996 in In re Caremark International Inc. Derivative Litigation (Caremark), was recently expanded to officers in In re McDonald’s Corporation Stockholder Derivative Litigation (McDonald’s). 

Boards continue to be challenged by the war in Ukraine, China relations and ESG expectations.

ESG statements in press releases, the company website and other marketing can be costly to the company and its reputation.

In the three and a half years since a group of CEOs signed onto Business Roundtable’s commitments to put communities, the environment and other stakeholders on equal footing with investors, those seemingly harmless pledges have become compliance, securities and political perils.