September 21, 2022

For directors, it’s essential to understand a company’s finances and anticipate

September 20, 2022

Success with sustainability requires directors to drive bold action in a decisi

September 19, 2022

The practice will only grow as disclosure of climate-related data becomes more

September 16, 2022

Advanced preparation and optimal board personnel are key if you want to avoid a

September 14, 2022

There is now more flexibility for Delaware corporations to delegate equity awar


Mirion Technologies Inc.
Consolidated Communications Holdings Inc.
Broadmark Realty Capital Inc.
Ethan Allen Interiors Inc.


Dealing with a heavy 'audit committee agenda


Short of a crisis, the issues on the audit committee’s radar don’t change dramatically from year to year (and they probably shouldn’t); but sometimes small shifts tell a big story.

Dennis T. Whalen is partner in charge and executive director of KPMG’s Audit Committee Institute. 

The author can be contacted at

The cybersecurity 'scare


Doug Raymond is a partner in the law firm Drinker Biddle & Reath LLP ( 

The author can be contacted at Eric Dante, an associate with Drinker Biddle & Reath, assisted in the preparation of this column.

A winning mix

Every editor likes to bring in fresh voices to the pages of their publication. But every editor also has their “go to” authors — those who are known for their expertise in the subject matter and have written dependably for the editor before. I typically have both in every edition of Directors & Boards, and this issue especially so.

A gentleman 'and a gentle giant

This past winter my partner Charles E. Fiero passed away. Chuck was my mentor for over three decades, first as a summer intern at Chase Bank, then as a management consultant at the Hay Group, and finally as a partner at MLR Holdings, publisher of Directors & Boards magazine. After a 25-year career at Chase where he rose to executive vice president reporting directly to Chairman David Rockefeller, Chuck joined my father at Hay and later at MLR, becoming his most trusted, loyal, and wise partner.

From awareness to action

It seems as if every day one or two (or more) advisories come across my screen on board oversight of cyber risks. Just as I sit down to pen this note I download the latest newsletter of a good colleague and past author, IR expert Carl Hagberg, who headlines his lead story, “Cybersecurity Soars to the Top of Board Agendas” [The Shareholder Service Optimizer, Third Quarter 2014]. Webinars, roundtable dis- cussions, and conferences abound on this topic.

Robyn Bew

What topics do you expect will be top-of-mind in the upcoming proxy season?

Robyn Bew is Director of Research for the National Association of Corporate Directors (NACD).  Before joining NACD, Ms. Bew was a Principal at Tapestry Networks, where she ran several networks of large-cap public company board members, and was a leader of the firm’s work on bank governance and board-shareholder engagement issues. She has been a featured presenter on governance topics at conferences of the Institute of Internal Auditors, the National Retail Federation, the International Financial Risk Institute and the American Chamber of Commerce in Beijing. Earlier in her career, Ms. Bew was a Senior Director at the Corporate Executive Board and a management consultant at Monitor Group.  

Gen. Georges Doriot's Holiday Party Advice

If there is one inquiry that I get asked the most, it is for advice on getting on a board. It was that way again this year, which is why this topic gets addressed regularly in Directors & Boards.

And in the e-Briefings. This month you will find that both the Article of the Month and the Columnist pieces are full of insights and guidance for those looking to join a board.

Board Vetting in the Digital Age


A longer version of this article appeared in the Third Quarter 2014 edition of Directors & Boards.When we first wrote an article for Directors & Boards back in 1996, we shared some tips for vetting board candidates — what to look out for, what types of resources to check, and other guidance.

Peter Lagomarsino (left photo) and James Rowe are partners with The Mintz Group, a company that provides research and investigative services to boards, corporate counsel and their advisors. Lagomarsino manages the firm’s San Francisco and Los Angeles offices. Rowe is executive vice president of the firm and manages the Washington, D.C., office.

The authors can be contacted at and

Getting on Board: Three Action Steps

Call it the boardroom Catch-22: It’s difficult to get on a board if you don’t have board experience. But, you can’t get the experience without your first board seat.

The solution? If you’re really serious about getting on a board, create a strategy and be prepared to do the homework. Getting on board is like getting a job. Here are three steps.

Susan F. Shultz founded The Board Institute to improve and benchmark boards of directors through independent, web-based evaluation and education tools. She is the author of “The Board Book: Making Your Corporate Board a Strategic Force in Your Company's Success” (AMACOM, 2008).

Robert Barker is managing partner of BarkerGilmore, an executive search firm specializing in the recruitment of general counsel and chief compliance officers.

The authors can be contacted at and

The board's 'seven year itch'


The famous Marilyn Monroe comedy “The Seven Year Itch” examines the natural tendency of people to get bored and complacent after seven years of a relationship. Is it possible that companies and directors need to act after seven years to remove complacency and stay fresh and engaged? Let’s consider why companies and boards need to address the issue in a way that benefits all concerned.

Allan Grafman is president of All Media Ventures, which monetizes brands and content for investors and companies. Idalene ‘Idie’ Kesner is dean of the Kelley School of Business at Indiana University and holds the Frank P. Popoff Chair of Strategic Management. Both authors serve on several public and private company boards. The authors can be contacted at and