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

My Grandchildren's World

For 25 years I have delivered a “Thanksgiving Day Address” to my family and friends who gather at my home on this special American holiday that glorifies our nation as a land of opportunity, of sharing, of plenty.

This year my Thanksgiving address focused on the world my granddaughters were born into. With the births of Francesca and Madeleine, 2014 was a pivotal year for the Rock family. Will it be a pivotal one, perhaps a turning point, or even an inflection point, for the world?

Robert H. Rock is chairman and publisher of Directors & Boards. He can be contacted at

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.

In the Beginning

Allan Grafman is president of All Media Ventures, which monetizes brands and content for investors and companies. He can be contacted at

Idalene ‘Idie’ Kesner is dean of the Kelley School of Business at Indiana University and holds the Frank P. Popoff Chair of Strategic Management. She can be contacted and

Both authors serve on several public and private company boards.

This article originally appeared in the Fourth Quarter 2014 edition of Directors & Boards.

The Idea Business

Early in my career I had a boss, successful and entrepreneurial, who gave me this piece of advice: “Jim, you have to give people ideas. Most people do not have ideas.”

Most people have ideas . . . but I know what he meant. His longstanding success was based on giving people ideas that grew sales, helped develop new products and services, started new businesses, honed new strategies, forced new ways of looking at their operation . . . in short, ideas that created value. 

Those are the ideas that are in short supply and high demand.

Jim Kristie is the editor and associate publisher of Directors & Boards.

Kim Van Der Zon

The growing focus on board composition is a positive development in corporate governance, but board composition also has provided activist investors with another powerful potential lever by which they can attempt to wrest control of companies in their sights. Agree or disagree?

Kim Van Der Zon, based in New York, leads Egon Zehnder’s US Board Consulting Practice, advising across all industries, from Fortune 500 through to private equity. She provides counsel in regard to board composition, board succession planning, and board assessments, and is frequently engaged by boards for CEO searches. Kim also advises companies on forming new boards in preparation for IPOs and spin-outs, and advises in activist situations.  Prior to joining Egon Zehnder, Kim held senior management roles with Procter & Gamble, The Bank of Montreal, and Labatt Breweries (now AB InBev).  Kim earned an Honors Bachelor of Business from Wilfrid Laurier University in Canada, and an MBA from the University of Toronto.

Contributing from day one


Getting ready to serve on a board begins with one’s own career performance and planning; but it doesn’t stop there. Success as a board member starts from the day you get an invitation to join. Here are tips for doing a good job as a director, from day one:

Nancy Calderon (at left) is a global lead partner at KPMG LLP and a senior advisor to the KPMG Audit Committee Institute. Susan Stautberg is the CEO, co-founder and co-chair of WomenCorporateDirectors ( This article is an excerpt from their new book, Women on Board: Insider Secrets to Getting on a Board and Succeeding as a Director, copyright ©2014 KPMG LLP and Susan Stautberg.

Women on Board is available in both electronic and print format. For information contact Temin and Company at or Bridget Carroll of KPMG at 

Board evolution: 'A new way to frame board succession


John T. Thompson is a vice chairman with Heidrick & Struggles ( and is recognized as one of the most respected advisers to boards and CEOs in the nation. Michael Nieset is a partner with Heidrick & Struggles and a member of the CEO & Board Services and the Global Technology practices. Natalia Rodriguez, an associate with the firm, assisted in the preparation of this article. 

The authors can be contacted at and

Book it: Best bets 'for board reading

My game changer 

From iCompete by John T. Hewitt. Copyright ©2015 by JTH Publishing LLC. Published by A Book’s Mind (

How a skilled board 'should manage an 'internal investigation


Paula Anderson and Claudius Sokenu are partners in the Litigation Group of law firm Shearman & Sterling LLP ( Anderson’s practice includes Foreign Corrupt Practices Act investigations, cross-border disputes, and M&A-related litigation. She regularly advises boards on compliance and corporate governance matters. Sokenu, a former Senior Counsel with the SEC’s Enforcement Division, has extensive experience handling matters requiring concurrent representation in the civil, criminal and political spheres. Jeremy Fancher, an associate with the firm, assisted in the development of this article.

The authors can be contacted at and

The Directors & Boards Survey: 2015 Proxy Season and Shareholder Relations Survey


A key focus of this year’s survey on shareholder relations and annual meetings was on the importance of proxy proposals to the overall governance process. And our director respondents tended to reflect three board categories of response.  

Many told us that such proxy proposals were not important at all to the overall governance process because the proxy proposals they have received were off the mark.