June 21, 2022

Directors should plan for risks in talent, supply chain, public health and more

June 21, 2022

Betsy Atkins, board member for Wynn Las Vegas and Volvo Car Group, explores promine

June 21, 2022

Joyce Cacho, board member for Sunrise Banks NA and World Benchmarking Alliance, exp

June 21, 2022

Now is a good time to revisit risk assumptions with management.

June 21, 2022

Anticipating emerging risks means reshaping the board. 


Boise Cascade Co.
Boise Cascade Co.
Allison Transmission Holdings Inc.


The tension between 'boards and investors


Doug Raymond is a partner in the law firm Drinker Biddle & Reath LLP ( The author can be contacted at 

Sustainability: The next wave

As i head off this fall to my 40th business school reunion I am reminded of the political, social, and environmental campaigns that took place during both my Harvard College years (AB 1972) and my Harvard Business School years (MBA 1972, DBA 1974). A red-fisted “Strike Shirt” came to embody the heightened awareness and student activism swirling around the Vietnam War, the Women’s Movement, and Earth Day.

Time's up: Director 'tenure moves 'to the front burner


Over the past 10 years directors have devoted an enormous amount of time and attention to a long list of pressing concerns, from compliance to risk oversight, succession planning, and more. Now, another long-simmering issue has become one of the latest flash points in board governance: director tenure. Insistent questions about length of director service have been pushed to the fore by four trends that have converged to give the issue new momentum.    

Matt Aiello is a partner in the Chief Executive Officer & Board of Directors Practice based in the Washington, D.C., office of Heidrick & Struggles ( With nearly 15 years of search experience, he has expertise building boards for distressed and Chapter 11 entities, and specializes in the recruitment of senior-level technology, operations and engineering executives. He currently co-leads the firm’s Cyber Security Practice and leads the Americas Information & Technology Officers Practice. Lee Hanson is a vice chairman in the New York City and San Francisco offices of Heidrick & Struggles. She is a senior member of the global Financial Services and CEO & Board Practices. She specializes in the private equity and venture capital, investment banking, asset management, and hedge fund industries. The authors can be contacted at and

Directors to Watch 2014


Activism, as many directors have discovered, comes in many different varieties. For some, aggressive shareholders disrupting annual meetings, pushing inconvenient votes, or requesting sensitive information are at the perigee of owner empowerment. For others, activism in the digital age has taken a different form, with agitators sometimes having no stake whatsoever in the targeted company itself but rather in an ideal or a cause that affects the boardroom and often the company’s reputation.

The Year in Governance


From a Cleary Gottlieb Alert Memo addressing “Selected Issues for Boards of Directors in 2013”: “We expect that shareholders will be increasingly focused on the issue of board composition, and as a result, in 2013 many boards will need to consider whether the current array of directors is appropriate in light of the evolving business and regulatory environments and the challenges they pose for the corporation.”  

ISS vs. Nucor's ghost: 'Lost in metric madness

If there were a “Top 10” list for best management incentive plans ever, the Nucor plan created in 1966 for the senior officers of this steel company would certainly rank near the top. Over the next 30 years, CEO Ken Iverson and his Nucor team would create one of the legendary stories of American business. Everyone who wrote their story, including Iverson, singled out Nucor’s incentive plan as a cornerstone of their success.

Marc Hodak is managing director of Hodak Value Advisors, a firm specializing in the compensation issues of corporate governance ( He teaches corporate governance at New York University’s Leonard N. Stern School of Business. 

The author can be contacted at

How not to be in Dennis Kozlowski's dire circumstances


In his opening statements to the jury at the beginning of the first trial in September of 2003, L. Dennis Kozlowski’s lead defense attorney Stephen Kaufman said, “. . . You will not find proof that Dennis Kozlowski is a cheat, a liar or a thief,” after which Kaufman asked, “Who then is this man? What is his background? What has he done in his lifetime? How can we better understand who this man is?”

Catherine S. Neal is an associate professor of business ethics and business law in the Haile/US Bank College of Business of Northern Kentucky University. She was granted unprecedented access to Dennis Kozlowski, his papers, attorneys, family, friends, and former Tyco colleagues, as well as transcripts and evidence from two criminal trials, in writing her book, Taking Down the Lion: The Triumphant Rise and Tragic Fall of Tyco’s Dennis Kozlowski. Copyright ©2014 by Catherine S. Neal. This article is adapted from her book by permission of Palgrave Macmillan, a division of Macmillan Publishers Ltd. (

The ideal CEO 'for a megatrend world


Irv Becker is the national practice leader of Hay Group’s U.S. Executive Compensation Practice ( He works with boards and senior management in the design and development of reward programs to align executive efforts and results with the success of the company. Christine Rivers is a vice president with the firm. She works with boards and senior leaders to execute their strategies through the development of strong leaders.

The authors can be contacted at and

William P. Lauder on 'governing the controlled corporation


Keenly observed by our 2013 authors

The Governance Year in Review issue is our opportunity to reflect on the year just past, with the month-by-month timeline of 2013 (starting on page 27) as the centerpiece of our look back. In thinking of a way to capture the zeitgeist of 2013 for this editor’s note, I went a classic route and assembled a top 10 list. Here are keenly observed comments made by authors whom we published last year: