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Five ways to strengthen board decision-making and benefit from the recent strug

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Managing risk requires compliance program evaluation, thorough audits and a cle

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My Board Journey

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

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What Directors are Thinking

March 9, 2023

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

Audit and Risk Governance


Leading proxy advisory firms, including Institutional Shareholders Services Inc. (ISS), publish corporate governance ratings and detailed reports on public company governance, including evaluations of a company’s corporate governance risk profile related to audit and risk oversight. Have you ever wondered why some companies have poor ratings from ISS for their audit and risk oversight governance?

Jeffrey Chertoff is an advisor to boards on financial and operational matters and with capital raising opportunities. He has been the CFO and a senior executive for a number of private and public companies and also served as a board member for several firms. In 2003, while at the Cantor Fitzgerald securities firm, he was honored as Executive of the Year by the Institute of Management Accountants for New York City. He can be contacted at

Diligent Skyscraper

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8 Tips for Selecting Board Members

[Editor’s note: the following excerpt appears in the Directors & Boards Fourth Quarter 2015 issue].

1. Assure board candidates understand, believe, in and support the CEO’s vision and corporate culture. Alignment is as essential in the boardroom as it is on the shop floor.

Ray Zinn is the co-founder of Micrel, Corp., a semiconductor manufacturer of essential components for consumer electronics, enterprise networks and smarphones. He led the company as its CEO since its inception in 1978.

The Best Way the Board Can Be Helpful to the CEO

[Editor’s note: the following excerpt appears in Directors & Boards 

Deborah Hicks Midanek is president of Solon Group Inc., a firm she started in 1989 to work with boards, management, investors and lenders of companies facing serious difficulties ( She has served as a director of 15 companies that have been public, private, and family controlled.

Keeping Faith With Your Investment Banker

Fairness opinions are a long-established fixture of the public M&A deal process. Smith v. Van Gorkum, the landmark case in Delaware corporate law that sparked the proliferation of fairness opinions, requires that a board of directors receive “adequate information regarding the intrinsic value of the [c]ompany” in a change of control transaction.

H. H. Sean Wee is a corporate partner in Manatt, Phelps & Phillips, LLP’s New York office. His practice focuses on representing the financial advisors to mergers and acquisitions and other corporate transactions. He can be reached at


Who to Select as a Board Reference

[Editor’s note: the following excerpt appears in Directors & Boards Third Quarter 2015 issue.]

Madeleine Condit (at right) is president of Madeleine Condit & Associates. She is a specialist in board governance, succession planning, and executive development. She is the project director of the Every Other One Initiative, a program of the Committee for Economic Development of The Conference Board to expand opportunities for women to serve on corporate boards. Previously she was a senior client partner in the Global Board and CEO Practice of Korn/Ferry International. Sheila Penrose is currently a director of three companies: McDonald’s Corp., JLL (Jones Lang LaSalle), where she has been chairman of the board since 2005, and Entrust Datacard Corp. She is a founding member of the U.S. 30% Club and co-founded and co-chairs the Corporate Leadership Center, which partners with Fortune 500 companies and leading business schools to accelerate the leadership development of senior executives.