June 6, 2023

Culpability for the recent financial crisis can be shared among many parties, i

June 2, 2023

Boards must carefully evaluate their organizations’ risk functions to make sure

June 1, 2023

The treatment of a director on the occasion of their retirement reflects a comp

May 31, 2023

What Directors Are Thinking


May 31, 2023

A book review by Howard Brod Brownstein

May 31, 2023

When looking to incentivize behavior tied to ESG goals, time-honored principles

May 31, 2023

To achieve their desired goals, boards must analyze their decision-making proce

“We Said What?”

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ESG statements in press releases, the company website and other marketing can be costly to the company and its reputation.

In the three and a half years since a group of CEOs signed onto Business Roundtable’s commitments to put communities, the environment and other stakeholders on equal footing with investors, those seemingly harmless pledges have become compliance, securities and political perils. 

Cyber Breaches and Insider Trading

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There’s a better way to prevent C-Suite self-dealing than the SEC’s cybersecurity disclosure proposal.

The SEC is currently considering rules concerning cybersecurity incident disclosure. The proposed rules would require current reporting about material cybersecurity incidents and periodic updates about previously reported incidents and the company’s procedures to identify and manage cybersecurity risks. 

The Lessons of the Great Recession

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Today’s economy is similar in key ways to the economy in 2008. Your board would do well to assess the parallels.

The SEC “Cools Off” Insider Trading

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Trading plans are now subject to new limits that can prevent insider trading and help boards prevent C-Suite misconduct.

Buttressing Capitalism

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Directors are spending more time discussing and evaluating talent, not just at the top but throughout the company. Once focused exclusively on the top one or two tiers reporting directly to the CEO, boards are now looking further down into the organization, even at entry-level recruiting. Directors in general and human resources committees in specific are taking an in-depth look at policies regarding hiring, training, compensating and career-pathing to ensure they align with both corporate strategy and corporate values.

“Never Let a Good Crisis Go to Waste”

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Five steps to help the board respond to a corporate emergency.

The New Frontier of M&A and Corporate Boards

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My retirement from teaching lasted less than a year. 

Focus on G, But Keep E at the Forefront

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With temperatures continuing to climb globally and stakeholders demanding action, the environment will remain a priority for boards.

The letter G is a wonderful letter. Some of my favorite words begin with it. 



But the G word we chose to focus on for this issue is governance, mostly because when we talk about ESG issues for business, governance can get short shrift, with so many­ ­zeroing in on the environmental aspects of the term.

Character of the Corporation: Executive Compensation

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The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference.

Matt Vnuk: What should be incorporated into an executive bonus program?  

Character of the Corporation: Share Buybacks

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The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference.

Bill Rock: Is there anything inherently wrong with buybacks and returning capital to shareholders?  

Margaret Jenkins: I don’t believe there is anything inherently wrong with buybacks if returning excess cash to shareholders is part of a company’s strategy. I believe there should be sufficient governance guardrails when making the decision, but I do support the practice.