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

The Directors & Boards Survey: 2014 Top Corporate Governance Law Firms

Directors & Boards presents its seventh annual ranking of top law firms specializing in corporate governance issues. These rankings represent the unaided (“fill in the blank”) responses from 208 respondents to our legal services survey, which was conducted in November 2014. 

Private companies need boards focused on innovation, too

Innovation is the lifeblood of high-growth, private companies. With a three-to-five-year time horizon to major growth inflection points, these companies must aggressively pursue strategies in all aspects of business. Boards must support innovation efforts not only in product development but also in sales and marketing (e.g., the implementation of social media engagement to reach and retain customers), finance, and all other areas across an organization.

Tracy Warren is a general partner of Battelle Ventures and its affiliate fund, Innovation Valley Partners, for which she focuses on investments in health and life sciences as well as emerging energy technologies. She has co-founded and serves as a board member of several life sciences companies, advises on new company formation, mentors female entrepreneurs, and provides other early stage leadership to private growth companies.

Innovation starts in the boardroom


Innovation is one of the hottest topics in global business today. Everyone and every company is striving to be “more innovative.” The role and focus of the board in innovation can vary dramatically with the nature of the company it oversees: 

• In high-growth entrepreneurial companies, boards often view their role as guiding innovation. Typically they are seeking to enforce more accountability and discipline in a highly entrepreneurial company — without dampening the innovative spirit that lies at the heart of the corporate culture. 

Beverly Behan is the author of Great Companies Deserve Great Boards (Palgrave MacMillan, 2011). She has worked with more than 130 boards over the past 18 years through her consulting firm, Board Advisor LLC in New York (, and recently designed a program on “The Role of the Board in Innovation” for the Malaysian Directors’ Academy. 

The author can be contacted at 

Succeeding at succession: Do this, don't do that


Noel M. Tichy, a renowned authority in leadership and organization development, is a professor at the Ross School of Business at the University of Michigan. This article is excerpted from Succession by Noel M. Tichy, copyright ©2014 by the author, published by Portfolio, a member of Penguin Group (USA) LLC ( In his new book Tichy draws on decades of hands-on experience working with CEOs and boards to provide a framework for building a smart, effective transition pipeline, whether for a multibillion-dollar conglomerate, a family business, a small start-up, or a nonprofit. The author’s website is

Benefits for the board of conducting a cybersecurity audit


Boards everywhere are asking what they should be doing about cybersecurity. Ensuring the adequacy of a company’s cybersecurity program is a critical part of a director’s risk oversight responsibilities, yet most board members may not be as familiar with the components of a cybersecurity program as they are with operational and financial issues.

Patricia A. Oelrich  is a member of the board of Pepco Holdings Inc. From 2001 to 2009 she was vice president of IT risk management for GlaxoSmithKline Pharmaceuticals, and was vice president of internal audit from 1995 to 2000. Earlier in her career she was a partner of Ernst & Young, leading the Chicago Office Information Systems Audit and Security Practice. She has been a director of Pepco Holdings since May 2010. The author can be contacted at

Enterprise mobility: 'The next major risk 'management challenge


One of your greatest strengths is also your greatest vulnerability. That is the dichotomy inherent in the rapid rise of mobile devices in the enterprise: they simultaneously present significant opportunity for business transformation and the most daunting information-security risk.  

John Chen is chairman and CEO of BlackBerry Ltd., a global leader in mobile communications. He joined the company in 2013 after serving as chairman and CEO of Sybase Inc., where he led a transformation of the slow-growth software provider into a fast-growing innovative mobile commerce firm when it was acquired by SAP AG. He started his career as a design engineer with Unisys Corp. He serves on the boards of Walt Disney Co. and Wells Fargo & Co.

Capital allocation and the board


It’s a good problem to have: Generating and holding record levels of cash — as many companies are today — creates more investment options. But in a period of weak global economic growth and low interest rates, it also means tougher decisions and greater scrutiny of the company’s use of capital. Pay dividends? Repurchase stock? Make a strategic acquisition? Invest in organic growth? 

Dennis T. Whalen is partner in charge and executive director of KPMG’s Audit Committee Institute. The author can be contacted at

How long term is your long-term planning?


As readers of this journal know, the case of Revlon v. MacAndrews & Forbes Holdings, one of the foundational cases of Delaware corporate law, stands for the proposition that when the sale or breakup of a company is inevitable, the obligations of the board shift from a focus on long-term strategy to instead seeking the best price reasonably available for the stockholders. 

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

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 discussions, and conferences abound on this topic.

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?

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?

In general, Francie and Maddy are coming into an unsettled world. I highlighted some of the “bright patches” as well as some of the “dark clouds” that are swirling around our planet. The former include a recovering U.S. economy, energy independence, heightened inclusion, greater tolerance, scientific breakthroughs, increasing life expectancy, and more opportunities for women. The latter include terrorism (notably ISIS), Russian aggression, global warming, Ebola outbreak, cyber warfare, government gridlock, and income inequality.

As Francie and Maddy grow up they will need to make choices. I offered them some suggestions:

• Always a good place to begin is with the “Golden Rule”: “Treat others as you would want them to treat you.”

• Marry the right person, someone who can grow with you. The choice of a lifelong partner is the most important decision you will make. Their parents and grandparents made the right decisions, and their lives were infinitely improved. 

• Get a great education.

• Embrace change: test new ideas, try new things, go to new places.

• Take responsibility for your life by accepting personal accountability, self-reliance and hard work.

• Pursue occupations, community service, and social activities you are passionate about so that you get up each morning excited to go to work, to serve the community, and to participate in sports and recreational pastimes. 

• Be a global citizen. The world is vast, and life is more fulfilling when you recognize your opportunities and obligations presented by a planet with 9.6 billion inhabitants by 2050. 

• Born into privilege, you have an obligation to give back to the broader society. Commit your time and your resources to civic institutions, charitable organizations, and social causes you feel can make a difference.

I ended my Thanksgiving address with the hope and conviction that America’s best years lie ahead. With advances in medical sciences, information technologies and energy developments, my children and grandchildren should have the opportunity to live longer, more comfortably, and with greater security. Combined with guts, hard work, and imagination they can apply their talents and
resources to creating a future that will live up to their hopes and dreams.