• Cyber Responsibility Officially Reaches the Board
    By Judy Selby and Amy Rojik
    The new proposed cybersecurity regulation promulgated by New York's Department of Financial Services (DFS), which generally applies to financial institutions that do business in New York and is expected to go into effect on March 1, 2017, is groundbreaking in several respects. First, it will be a ma...
  • 10 Pivots Boards Must Make in 2017
    By WomenCorporateDirectors
    During a recent WCD Americas Institute in Miami, bringing together top women business leaders from around the world, directors shared their key concerns for the coming year, and how their companies must pivot to prepare themselves.   10 Boardroom Pivots for 2017 1. Leveraging local ta...
  • Reputational Risk: Communicating the Importance of Principled Behavior
    By Chuck Saia
      [This is part three in a three-part series.  See the other two articles:  Reputational Risk: Using (Un)common Sense to Gain a Competitive Edge and Reputational Risk: With Ownership Comes Great Responsibility.] Corporate culture is under a microscope. The scrutiny focu...
  • On Donald Trump and Deciding . . . and Re-Deciding
    By Kenneth R. Brousseau, Ph.D.
    If President-Elect Donald Trump’s post-election decision-making style has you puzzled, you’re not alone. Is he completely impulsive? What about the mean-what-I-say candidate we saw during the campaign? Behavioral science may offer some clues as to what we may expect from the incoming Decider in ...
  • Three Ways to Start Building Board Diversity
    Issue: 2016 Fourth Quarter
    By Dan Marcec
    Corporate stakeholders are calling for more diversity on boards, and although the commitment to diversity is there for many in word, in deed there has been slow progress. For example, women accounted for 21.3% of S&P 500 board seats in 2016, according to Equilar data. Furthermore, just 7.6%...
  • Trends in Board Recruitment
    Issue: 2016 Fourth Quarter
    By David Shaw
    The recent presidential election has created potential changes in the nature of board service, especially on the regulatory front.  But a few things won’t change in terms of recruiting for new board positions.  These include the drive toward increasing diversity on public company boards,...
  • Put an economist on your board
    Issue: 2016 Fourth Quarter
    By Robert C. Fry Jr.
    In my 30 years as a corporate economist, I often spoke to the boards of directors of my employer and its major customers. In retrospect, I think I could have helped those boards more as a member of the board than as a guest speaker. I’m not unique in that regard. Economists have knowledge and skil...
  • Past is prelude
    Issue: 2016 Fourth Quarter
    By Blair Jones
    If you’re a director, you can be excused for seeing the last 40 years of board history as a relentless chronology of regulatory growth. A key result has been more work and more personal risk — along with more worry about how outsiders view every move.But what if we take a contrary view? What if ...
  • Prevention is key to crisis readiness
    Issue: 2016 Fourth Quarter
    By Jose R. Rodriguez
    Crisis readiness has taken on increased importance and urgency for boards and management teams.Product recalls, data breaches, government investigations, health scares, natural disasters, terrorist events, ailing business leaders, and more. The potential crises that can befall companies at any momen...
  • Corporate governance is personal
    Issue: 2016 Fourth Quarter
    By Doug Raymond
    Sarbanes-Oxley, Dodd-Frank, the explosion of litigation against directors and a myriad of other factors have added substantially to the obligations of boards of directors since this journal first began publication. These trends have been reported in these pages effectively and pragmatically over the...
  • How exceptional boards accelerate the contributions of new directors
    Issue: 2016 Fourth Quarter
    By Jan Hall and John Wood
    In today’s hypercompetitive world, organizations must be able to accelerate performance — to build and change momentum to get results more quickly than competitors. That ability can be the difference between thriving and merely surviving. In a recent research project encompassing 250 of the worl...
  • Forty celebrities who served as corporate directors
    Issue: 2016 Fourth Quarter
    By James Kristie
    Just as their performances can be given a big thumbs up or (figuratively) pelted with rotten tomatoes, celebrities on boards are deserving of decidedly mixed reviews. The board chairs who embrace them are full of hearty recommendations. Typical is what Walk Disney’s then CEO Michael Eisner had to ...
  • Once They Were Giants
    Issue: 2016 Fourth Quarter
    By James Kristie
    There is much more that could be noted about each of these corporate leaders. The important objective of this “In Memoriam” tribute is that we spotlight their role in advancing corporate governance to higher ground — to the more responsive and dynamic leadership process it is today. What follo...
  • Board recruitment: The issue for 2017 (and beyond)
    Issue: 2016 Fourth Quarter
    By Steven A. Seiden
    Independent director: a much used governance term but one which is often open to interpretation and wherein exclusions are too narrowly defined. Company bylaws and governance principles are quite clear on only the obvious types of conflicting relationships between management and board members that c...
  • Board recruitment in 2017: What and where are the opportunities?
    Issue: 2016 Fourth Quarter
    By Justus O'Brien and Charles Tribbett
    Directors & Boards was founded at a time when corporate governance was entering a period of significant transformation, publishing its first issue barely two years after the Model Business Corporations Act fundamentally redefined the role of the board. No longer was it true that “the business ...
  • The cure for board amnesia
    Issue: 2016 Fourth Quarter
    By David Chun
    Without question, the most important responsibility of all corporations is having the right set of board members. Tone is set at the top and cascades from there. Given how important this task is for businesses of all sizes, it’s amazing to consider how companies currently approach board succession...
  • 8 positive trends that are transforming boards
    Issue: 2016 Fourth Quarter
    By Dennis Carey and Robert Hallagan
    There has been more change on boards in the past five years than in the prior 20. While the emergence of activists has put a spotlight on boards, we believe a major driver of change is the overall view that boards are increasingly elected to be true "strategic assets" and, as such, can deliver a sou...
  • My how things have changed
    Issue: 2016 Fourth Quarter
    By Howard Fischer
    Over the past four decades the process of board succession planning and outside director recruitment has changed in dramatic ways. First is the trend toward more strategic succession planning and recruitment of board members. Thirty or 40 years ago, board chairs and CEOs (usually the same people) wo...
  • Director recruiting before the Internet
    By Madeleine Condit
    There is little disagreement that the Internet has revolutionized every aspect of society.Technology has enabled boards to identify and recruit directors who are better advocates for the shareholder by increasing the number of independent and diverse candidates with specific expertise. These changes...
  • Road to XL: Recruiting directors — now vs. then
    Issue: 2016 Fourth Quarter
    By Curtis Crawford
    Typically, there are two or three parties engaged in the process of recruiting directors. They include the boards of directors, the potential candidates, and executive search firms, which while historically to a lesser degree, today play an increasingly important role.  With more rules, regulat...