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

A winning mix

Every editor likes to bring in fresh voices to the pages of their publication. But every editor also has their “go to” authors — those who are known for their expertise in the subject matter and have written dependably for the editor before. I typically have both in every edition of Directors & Boards, and this issue especially so.

A gentleman 'and a gentle giant

This past winter my partner Charles E. Fiero passed away. Chuck was my mentor for over three decades, first as a summer intern at Chase Bank, then as a management consultant at the Hay Group, and finally as a partner at MLR Holdings, publisher of Directors & Boards magazine. After a 25-year career at Chase where he rose to executive vice president reporting directly to Chairman David Rockefeller, Chuck joined my father at Hay and later at MLR, becoming his most trusted, loyal, and wise partner.

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 dis- cussions, and conferences abound on this topic.

Robyn Bew

What topics do you expect will be top-of-mind in the upcoming proxy season?

Robyn Bew is Director of Research for the National Association of Corporate Directors (NACD).  Before joining NACD, Ms. Bew was a Principal at Tapestry Networks, where she ran several networks of large-cap public company board members, and was a leader of the firm’s work on bank governance and board-shareholder engagement issues. She has been a featured presenter on governance topics at conferences of the Institute of Internal Auditors, the National Retail Federation, the International Financial Risk Institute and the American Chamber of Commerce in Beijing. Earlier in her career, Ms. Bew was a Senior Director at the Corporate Executive Board and a management consultant at Monitor Group.  

Gen. Georges Doriot's Holiday Party Advice

If there is one inquiry that I get asked the most, it is for advice on getting on a board. It was that way again this year, which is why this topic gets addressed regularly in Directors & Boards.

And in the e-Briefings. This month you will find that both the Article of the Month and the Columnist pieces are full of insights and guidance for those looking to join a board.

Board Vetting in the Digital Age


A longer version of this article appeared in the Third Quarter 2014 edition of Directors & Boards.When we first wrote an article for Directors & Boards back in 1996, we shared some tips for vetting board candidates — what to look out for, what types of resources to check, and other guidance.

Peter Lagomarsino (left photo) and James Rowe are partners with The Mintz Group, a company that provides research and investigative services to boards, corporate counsel and their advisors. Lagomarsino manages the firm’s San Francisco and Los Angeles offices. Rowe is executive vice president of the firm and manages the Washington, D.C., office.

The authors can be contacted at and

Getting on Board: Three Action Steps

Call it the boardroom Catch-22: It’s difficult to get on a board if you don’t have board experience. But, you can’t get the experience without your first board seat.

The solution? If you’re really serious about getting on a board, create a strategy and be prepared to do the homework. Getting on board is like getting a job. Here are three steps.

Susan F. Shultz founded The Board Institute to improve and benchmark boards of directors through independent, web-based evaluation and education tools. She is the author of “The Board Book: Making Your Corporate Board a Strategic Force in Your Company's Success” (AMACOM, 2008).

Robert Barker is managing partner of BarkerGilmore, an executive search firm specializing in the recruitment of general counsel and chief compliance officers.

The authors can be contacted at and

The board's 'seven year itch'


The famous Marilyn Monroe comedy “The Seven Year Itch” examines the natural tendency of people to get bored and complacent after seven years of a relationship. Is it possible that companies and directors need to act after seven years to remove complacency and stay fresh and engaged? Let’s consider why companies and boards need to address the issue in a way that benefits all concerned.

Allan Grafman is president of All Media Ventures, which monetizes brands and content for investors and companies. Idalene ‘Idie’ Kesner is dean of the Kelley School of Business at Indiana University and holds the Frank P. Popoff Chair of Strategic Management. Both authors serve on several public and private company boards. The authors can be contacted at and

Is your board really looking after shareholders' interests?

Surprisingly, many private company boards pay little attention to perhaps their most important function, maximizing realized shareholder value. Despite their legal and fiduciary responsibility to exercise this function, boards often fail to give it much attention. My experience from serving on 14 different boards is that this issue is seldom even on the agenda! 

George Isaac is founder and president of GAI Capital Ltd. ( He has 30 years of experience as a family business CEO, board member, consultant and executive coach and has served on 14 boards of public and private companies ranging in size from $30 million to $1 billion. He advises clients on succession planning, board and family governance, family dynamics, operating performance improvement, and wealth realization and protection strategies. The author can be contacted at

Do you want hands-on board members? Yes


In an environment of increasing global competition, constant technological innovation, and greater shareholder activism, public company CEOs who partner with hands-on, active board members can better drive equity value creation.

Eric Salzman is the managing member of SarniHaan Capital Partners, a consulting firm he established to target special situation investment opportunities and serve as an active board member at both public and private equity-owned companies. He has extensive experience as a private equity investment professional, buy-side analyst, special situations portfolio manager, and restructuring professional. Over the past six years he has served as a board member, advisory board member, and/or board observer to 12 public and private companies in a range of sectors including technology, telecommunications, healthcare, energy and industrials. He currently serves as an independent director at two public and three private companies. The author can be contacted at