• Essentials for the board-CFO relationship
    Issue: 2017 First Quarter
    By Charles Holley
    Having worked with boards for many years, I considered the board, particularly the audit committee chair, to be a critical relationship, second only to that with the CEO. Since retiring, I’ve had the opportunity to speak with board members of various organizations, and I am often asked, “What qu...
  • 35 for 35
    Issue: 2017 First Quarter
    By Jim Kristie
    To finish out not only this edition of the journal but also my 35 years as editor of Directors & Boards, I have selected 35 punchy observations about life in the boardroom that appeared in our pages during my time at the helm. (The position and affiliation of the authors are as of the time of pu...
  • Five risk-related concerns boards and CEOs must manage in 2017
    Issue: 2017 First Quarter
    By Theodore L. Dysart and Katie Graham Shannon
    Boards and CEOs will have their hands full managing potential risks in the coming year. Some of those risks, like cybersecurity, are perennial issues that will increase in intensity and urgency. Others, like the fallout from a rapidly changing political landscape, are of more recent vintage. But all...
  • M&A, activism and shareholder dynamics — what has changed and what’s ahead?
    Issue: 2017 First Quarter
    By Bill Anderson and Amy Lissauer
    Evercore expects substantial activity in M&A, hostile activity and shareholder activism in 2017. Here’s what we expect to be the key drivers.M&A will increase significantly, driven by cash-funded deals: Recent surveys of leading U.S. executives indicate that over 75% expect to pursue M&...
  • Should an activist be allowed to address the board?
    Issue: 2017 First Quarter
    By Jeremy Jacobs
    The communications role of the corporate board and its members in shareholder activism has long been a challenging one.Should the professional managers in the C-suite, appointed by the board and involved in the company’s affairs on a daily basis, be the sole communications channel with activists? ...
  • There should be no desire for the CEO role
    Issue: 2017 First Quarter
    By Henry D. Wolfe
    Absolutely nothing could be worse for the relationship between the nonexecutive chairman and the CEO, or more disruptive for the board, than a desire of the chairman to step into the CEO position.Does an acceptance of this criterion for the nonexecutive chairman role axiomatically eliminate former C...
  • The Chairman: Who’s in charge around here?
    Issue: 2017 First Quarter
    By Dennis Cagan
    The chairperson of a corporate fiduciary board of directors generally leads the board meetings. Many see this person simply as the ceremonial head of the board. But besides presiding over Robert’s Rules of Order, what is the chairman or chairwoman’s real responsibility?Well, stated irrevocably, ...
  • Making the best deal in 2017
    Issue: 2017 First Quarter
    By Betsy Atkins
    We all know board directors are subject to the duties of care. The issues a director will face during certain sale or merger transactions are subject to additional so-called Revlon duties to ensure that reasonable efforts are made to secure the highest price available. The carrying out of these duti...
  • Panel on climate risk: It’s real, it’s material, it’s a board issue
    Issue: 2017 First Quarter
    By Jim Kristie
    Ed Note: “The Climate-Competent Board” was the theme tackled by a panel of investors and other involved executives in corporate governance and environmental oversight that Charles Elson brought together in October 2016 under the auspices of the John L. Weinberg Center for Corporate Governance at...
  • Climate change and the corporate board: Too hot not to handle?
    Issue: 2017 First Quarter
    By Charles M. Elson and Nicholas J. Goossen
    The board’s responsibility for considering climate change and its associated issues as it evaluates corporate performance and strategy has become increasingly more important to a significant number of investors and advocates. For this reason, among others, the pressure to adopt effective board ove...
  • Getting to the head of the table
    Issue: 2017 First Quarter
    By Melissa Sawyer
    Female directors finally have at least one seat at the board table at most U.S. public companies, but women still are not routinely making it to the head of the table in the boardroom or the C-suite.The number of female directors at Fortune 500 companies has increased noticeably in the past decade t...
  • Women in the boardroom: How far we have come. . . how far we still need to go
    Issue: 2017 First Quarter
    By Susan Stautberg
    The year was 2000: We were at the peak of the first Nasdaq 5000 era, and around the corner from the Enron and WorldCom scandals and, consequently, Sarbanes-Oxley. Corporate America’s boardrooms were overwhelmingly male; of all the directors on Fortune 500 company boards, only 11.7% were women.“S...
  • Getting real about what it takes to secure a board seat
    Issue: 2017 First Quarter
    By Teresa Briggs, Valerie Harper and Linda Parker Hudson
    Collectively we currently sit on five corporate boards and six nonprofit boards, and bring over 42 years of governance experience to this conversation. As women executives and members of The Committee of 200 (C200), an invitation-only group of the world’s top female entrepreneurs and C-Suite execu...
  • Why you need a chief digital officer
    Issue: 2017 First Quarter
    By Ted Bililies, Ph.D.
    Almost every part of business has been — or will be — transformed by technology. The stunning pace of digital innovation over the past 20 years or so has changed the way companies produce goods, gather and access information, and interact with their customers.Social media, mobile, analytics, clo...
  • CEO onboarding: The board’s missed opportunity
    Issue: 2017 First Quarter
    By Mark Nadler and Peter Thies, Ph.D.
    A presumptive “Mission Accomplished”? Here’s an all-too-common situation. The board feels good about completing one of its most important duties: selecting the next CEO. Press releases announce the event, and during the first part of their crucial First 100 Days, the new CEO meets customers, e...
  • Top 10 Topics for Directors in 2017
    Issue: 2017 First Quarter
    By Jim Kristie
    Ed. Note: For several years now the Akin Gump law firm has produced an annual list of hot topics for the boardroom in the coming year. Here is its lineup for 2017:1. Corporate Strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new...
  • You can’t know it all
    Issue: 2017 First Quarter
    By Jay W. Lorsch
    Early in 2009, members of the Harvard Business School faculty’s Corporate Governance Initiative met to discuss the impact of the economic crisis on corporate governance in general and on corporate boards in particular. We recognized the legitimacy of many issues raised by the media, the public, an...
  • Are expectations on board members too high?
    Issue: 2017 First Quarter
    By Jim Kristie
    Sixty percent of directors say that there is a gap between the expectations placed on boards and the reality of the board’s ability to oversee a company, according to the 2016 Global Board of Directors Survey, released from Professor Boris Groysberg and Yo-Jud Cheng of Harvard Business School, Spe...
  • Confused expectations
    Issue: 2017 First Quarter
    By Robert E. Denham
    Our objectives for corporate governance — what we want boards to do — should be based on the reality of what boards are capable of doing. To demand more from boards than they can provide, or to demand the wrong things from boards, will surely be counterproductive, at best wasting valuable resour...
  • Keeping your board relevant in 2017
    Issue: 2017 First Quarter
    By Mark Manoff
    Directors had a lot to navigate in 2016, from activist campaigns to new regulations to shocking geopolitical developments. I’m not making predictions for 2017, but I would like to provide a word of caution for boards: it’s not going to get any easier.While boards face a plethora of issues and ri...