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

A Distracted — But Fixable — Mission at the SEC

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Both businesses and regulators must stay true to their core missions instead of being drawn to the cause of the day.

Examining 2023’s Most Pressing Governance Concerns

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Directors believe the economy, the workforce and inflation will be the most impactful challenges as 2023 marches on. 

The G in ESG

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With ESG here to stay, the key is ensuring that good governance practices are instilled in related board discussions and strategies.

It Is Essential for Directors to Learn from Their (and Other’s) Mistakes

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Unfortunately, boards sometimes screw up. The important thing to learn from said screw-up and ensure it doesn’t happen again.

What Boards Should Ask Management About Compensation and ESG

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The board should understand the company’s broader ESG goals to ensure the right approach is taken in linking pay to ESG performance.

A Decade of Disruption Continues for Boards

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In an unstable risk environment, directors must help their companies manage for the long term and maintain organizational agility.

Many directors are glad to see 2022 in the rearview mirror. Expected to finally deliver a reprieve from the COVID-19 pandemic, the last 12 months offered far from it. Persistent inflation, central banks implementing contractionary tightening policies, energy shortages, escalating wages and employee attrition, evolving work environments, continued supply chain challenges, geopolitical tensions and war entered boardroom conversations. 

Finance, the Audit Committee and the Climate Disclosure Journey

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To guide companies toward their ESG goals, audit committee members should understand their company’s strategy for climate risk and sustainability.

A Proxy Season Survival Guide for Compensation Committees

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To withstand investor scrutiny, directors must understand industry compensation trends and how incentives relate to company strategy.

Directors involved in the creation of executive compensation plans face a double challenge in the 2023 proxy season as they navigate new regulations and growing investor scrutiny on pay. Executive Compensation 2022, a recent report from Insightia, a Diligent brand, sheds new light on how those two phenomena will affect public companies over the coming year.

An SEC Enforcement Action Could Change the Game for “Without Cause” Firings

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Public boards may find it more difficult to afford favorable treatment to terminated executives following the SEC’s action against McDonald’s.

Boards commonly agree to treat the departure of an executive as “without cause” even when “cause” for termination arguably (or even certainly) exists, thereby allowing the executive to receive severance payments and retain equity compensation and other benefits. 

Wrangle the Top "Gray Rhinos" of 2023

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Scenario analysis is crucial to the board’s ability to stay on top of major risk trends.