March 16, 2023

A new report finds CEO and CFO base salaries increasing but bonuses on the decl

March 14, 2023

What Directors are Thinking

March 9, 2023

With more than half of companies failing to plan for CEO succession, the topic

March 9, 2023

To contribute effectively during economic uncertainty, directors need candor, c

March 7, 2023

Boards of Delaware corporations may want to move toward adopting officer exculp

March 6, 2023

Boards continue to be challenged by the war in Ukraine, China relations and ESG

March 3, 2023

ESG statements in press releases, the company website and other marketing can b

March 2, 2023

There’s a better way to prevent C-Suite self-dealing than the SEC’s cybersecuri


Listen to article

Every year I deliver a Thanksgiving address. This year, my theme was self-reliance, a principle advanced by Ralph Waldo Emerson, who instructed us to rely on our own capabilities, resources and efforts and to follow our own instincts, intuitions and ideas. Self-reliance enables our success both as individuals and as a nation.

The Conscious Workplace: Fortify Your Culture to Thrive in Any Crisis

Listen to article

In many businesses, regardless of the importance of the company’s brand or intellectual property, or even the magnitude of its fixed assets, it is often said that “the real assets go home every night.” Board oversight of a company’s human capital has steadily grown in importance, first with workplace safety issues and the #MeToo movement, and more recently with the heightening of social justice issues. The COVID pandemic and the ensuing “Great Resignation” have left many companies struggling to retain employees, and finding it even harder to attract new ones.

Reflections on Corporate Wrongdoing

Listen to article

During a recent conversation I had with a fellow public company director, the subject of board detection of corporate wrongdoing came up. She told me that her approach was always to meet privately with the internal and external auditors to explain that they could always speak with her in confidence if they had an issue not appropriately addressed by management. Her words made me smile; they reminded me of a conversation I had over 25 years ago with similar parties at Sunbeam, where I was serving on my first public corporate board.

Flexible Schedules Are a Must, Not a Perk

Listen to article

A recent study confirms that employees really want to work from home.

Employees today yearn for the opportunity to work from home, and boards should be collaborating with management to ensure their policies reflect these needs. In other words, wherever possible, the flexibility to work remotely should be seen not as a perk, but as a must-have.

CEO Activism and the Board

Listen to article

Boards must clarify whether they expect to be consulted on the company’s response to social and political issues.

Cyber War Games

Listen to article

How to use tabletop exercises to generate the right questions to ask of your cyber team.

Business leaders consistently rank cybersecurity as one of their top concerns. For top companies, cyber capabilities have to be considered a competitive differentiator. They have moved past being a cost center and are no longer just a strategic business enabler. The risks of a cybersecurity breach in lost business revenue, customer dissatisfaction, lost intellectual property and brand reputation mean cybersecurity will continue to be an important board agenda item.

Board Oversight of Compliance Risk

Listen to article

Recent guidance from the Department of Justice shines light on the importance of corporate compliance efforts.

What’s Driving the Record Number of Say-on-Pay Failures This Proxy Season?

Listen to article

Investors prefer performance-based incentives and are skeptical of time-based awards for executives.

The Evolution of ESG: Impacts for Boards and Directors

Listen to article

Boards must be prepared to take a more comprehensive and strategic approach to sustainability.

As ESG standards have gained prominence in recent years, directors are increasingly being asked to weigh in on a host of new and often complex issues. Companies are also looking more granularly at specific ESG activities and taking a more sophisticated approach to reporting and compliance.