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

Navigating the Risks of Corporate Political Spending

A model code of conduct may help companies stay safe.




Bruce F. Freed is president of the Center for Political Accountability.

The Politics of Proxy Contests

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What boards and activists can learn from political campaigns.








Brendan M. Foo is a partner and co-founder of Forward Risk and Intelligence, a dedicated investigations and intelligence firm.

The Character of the Corporation

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Directors & Boards’ third Character of the Corporation conference was held online in December 2021. The event focused on human capital management, risk and compensation issues. Character of the Corporation addresses issues surrounding ESG, corporate character and corporate purpose and explores how boards might embrace stakeholder capitalism in addition to shareholder capitalism. Following are excerpts from each of the sessions, edited and rearranged for clarity.

The New Equilibrium

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Spurred on by activists and academics, embraced by consumers and employees, and acknowledged by management and directors, ESG has risen to the top of the board’s agenda. In just a few short years, these constituencies have forged an unlikely and unwieldy alliance that has upended the decades-old doctrine of shareholder supremacy.

Robert H. Rock is chairman of MLR Media.

The Flaw in ESG

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The world of corporate governance has changed dramatically in just the past two COVID-dominated years — and, frankly, not for the better. The original thrust of the 30-year governance movement focused on better board composition, independence, power and structure. This created dramatic and positive change in the functioning of most American public, private and non-profit enterprises.

Charles Elson is executive editor-at-large of Directors & Boards.

New Challenge for an Editor, Fresh Perspective for a Magazine

Hello, my name is Bill Hayes, and I am the new managing editor of Directors & Boards and Private Company Director magazines.

Bill Hayes is managing editor of Directors & Boards and Private Company Director magazines.

Navigating the Risks of Corporate Political Spending

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A model code of conduct may help companies stay safe.
Today, companies face serious challenges navigating the heightened risks posed by political spending. Policies alone won’t suffice. What companies need is a broad framework to guide them in deciding how to handle political spending and in evaluating and managing the accompanying risks of this spending. 

Bruce Freed is president of the Center for Political for Political Accountability. 

To Give or Not to Give?

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The board should evaluate whether it’s appropriate to engage in political spending.

Doug Raymond is a partner at the law firm of Faegre Drinker Biddle & Reath LLP (  He can be reached at