January 27, 2023

With ESG here to stay, the key is ensuring that good governance practices are i

January 26, 2023

Unfortunately, boards sometimes screw up.

January 26, 2023

The board should understand the company’s broader ESG goals to ensure the right

January 25, 2023

In an unstable risk environment, directors must help their companies manage for

January 24, 2023

To guide companies toward their ESG goals, audit committee members should under

January 23, 2023

To withstand investor scrutiny, directors must understand industry compensation

January 20, 2023

Public boards may find it more difficult to afford favorable treatment to termi

January 18, 2023

Scenario analysis is crucial to the board’s ability to stay on top of major ris

Reflections on Corporate Wrongdoing

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During a recent conversation I had with a fellow public company director, the subject of board detection of corporate wrongdoing came up. She told me that her approach was always to meet privately with the internal and external auditors to explain that they could always speak with her in confidence if they had an issue not appropriately addressed by management. Her words made me smile; they reminded me of a conversation I had over 25 years ago with similar parties at Sunbeam, where I was serving on my first public corporate board.

Flexible Schedules Are a Must, Not a Perk

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A recent study confirms that employees really want to work from home.

Employees today yearn for the opportunity to work from home, and boards should be collaborating with management to ensure their policies reflect these needs. In other words, wherever possible, the flexibility to work remotely should be seen not as a perk, but as a must-have.

CEO Activism and the Board

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Boards must clarify whether they expect to be consulted on the company’s response to social and political issues.

Cyber War Games

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How to use tabletop exercises to generate the right questions to ask of your cyber team.

Business leaders consistently rank cybersecurity as one of their top concerns. For top companies, cyber capabilities have to be considered a competitive differentiator. They have moved past being a cost center and are no longer just a strategic business enabler. The risks of a cybersecurity breach in lost business revenue, customer dissatisfaction, lost intellectual property and brand reputation mean cybersecurity will continue to be an important board agenda item.

Board Oversight of Compliance Risk

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Recent guidance from the Department of Justice shines light on the importance of corporate compliance efforts.

What’s Driving the Record Number of Say-on-Pay Failures This Proxy Season?

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Investors prefer performance-based incentives and are skeptical of time-based awards for executives.

The Evolution of ESG: Impacts for Boards and Directors

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Boards must be prepared to take a more comprehensive and strategic approach to sustainability.

As ESG standards have gained prominence in recent years, directors are increasingly being asked to weigh in on a host of new and often complex issues. Companies are also looking more granularly at specific ESG activities and taking a more sophisticated approach to reporting and compliance.

A Look Inside the SEC’s Newly Finalized Clawback Rules

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Both “Big R” and “Little R” restatements are affected by the Dodd-Frank holdover regulation.

How Should Companies Compensate Board Members?

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Amid today’s heightened competition for directors, it’s essential to create a comprehensive plan for paying them.