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  • Why today's board has to examine issues of culture
    Issue: 2017 Annual Report
    By Directors and Boards
    By Susan Stautberg and Melissa MeansA company’s culture exerts undeniable influence on corporate performance across every measure. A positive culture has the power to drive innovation and growth, weather disruption, and attract and engage customers and employees, while a negative culture can stifl...
  • Sowing new seeds of thought
    Issue: 2017 Annual Report
    By Beth StewartIt is summer, late in the planting season. Yet there is still time for new seeds of thought to grow.  Let’s start with this little-known — but critical — fact: fewer women joined S&P 500 boards in 2016 than in 2014 or 2015.Who knew reality was so different from percepti...
  • For diversity, progress is glacial
    Issue: 2017 Annual Report
    By Directors and Boards
    By Michele J. HooperCorporate boards are entering a perfect storm with more boards adopting majority voting as well as annual elections, which puts the entire board up for re-election each year. Shareholders are questioning boards on how their composition addresses the skills and experiences needed ...
  • The power of all types of board diversity
    Issue: 2017 Annual Report
    By Directors and Boards
    By Deborah DeHaasWhat makes a board of directors “diverse?”  For many years, discussions about board diversity have focused primarily on issues of gender, race, and ethnicity.  Studies show that there has been some improvement in gender and racial diversity on boards, especially for th...
  • A key disconnect: Women directors and key committee assignments
    Issue: 2017 Annual Report
    By Kimberly A. Whitler and Deb HenrettaIn the past decade, the state of women on boards has improved. With significant interest and attention focused on the number of women who sit on boards, there has been a shift in the Fortune 500 with the percentage of boards that are now more than 32% female ha...
  • Gender Diversity in the Boardroom Slips
    Issue: 2017 Annual Report
    By Bonnie Gwin and Jef Sanders
    Parity for incoming women directors is not expected until 2032Despite a record number of new appointments to Fortune 500 boards in 2016, diversity progress for women in this group slipped into reverse.It was the first decline in female appointments since 2009 when Heidrick & Struggles’ Board M...
  • Directors and “Unfettered” Rights to Company Information
    Issue: 2017 Annual Report
    By Doug Raymond
    Can directors share information learned in the boardroom with their designating investors?A recent case involving petroleum coke seller Oxbow Carbon and one of its significant investors, Crestview, shines a light whether there should be “unfettered” director rights to all information in the boar...
  • Give Your Shareholders a Bonus: Leverage Pay Transparency to Build Confidence
    Issue: 2017 Annual Report
    By Blair Jones
    Compensation questions to ask during volatile timesWith the constant clamor by shareholders for better governance, compensation committees have become ever more transparent about handling executive pay but there’s a missed opportunity.The transparency can also give shareholders confidence in the o...
  • Gwen Stefani, Free Coffee and Warren Buffett Jell-O Molds
    Issue: 2017 Annual Report
    By April HallSure, there’s talk about shareholder meetings going virtual, how they’re expensive and don’t accomplish much in governance anyway, but there are a couple of corporations that relish the annual meeting. With over-the-top entertainment and swag bags, these companies aren’t expecte...
  • Corporate Gadfly: “Crusaders or Crackpots”?
    Issue: 2017 Annual Report
    By Maureen Milford
    They sometimes bring spectacle and showmanship, like the time colorful Evelyn Y. Davis arrived at the 1971 annual meeting of Communications Satellite Corp. in hot pants and knee socks. Another time, John J. Gilbert sported a clown nose at a Mattel annual meeting in the 1970s.Theatrics aside, activis...
  • Shareholder Meetings: Unearthing the history
    By Tanya Mohn
    Nearly 400 years ago, angry shareholders of the Dutch East India Company pushed for more rights and accused directors of self-dealing. In 19th century America, stockholders kept a close watch on public companies that operated bridges, canals, banks and especially railroads, which resulted in numerou...
  • Virtual Shareholder Meetings: Fortifying or Felling Corporate Democracy?
    Issue: 2017 Annual Report
     By Eve TahminciogluLast year, four environmental advocates were escorted from Duke Energy’s annual shareholder meeting after interrupting the utility’s CEO Lynn Good.And that was before environmental groups rallied outside the O.J. Miller Auditorium in Charlotte — where the meeting ...
  • CyberSecurity Board Basics: Prep, Watch, React & Report
    Issue: 2017 Annual Report
    By David A. Katz and Laura A. McIntosh
    Recent global cyberattacks have rudely reminded corporate America that cybersecurity risk management must be at the top of the board of directors’ corporate governance agenda. Companies have no choice but to prepare proactively, while directors must understand the nature of cybersecurity risk and ...
  • My Board Journey: Maureen Breakiron-Evans
    Issue: 2017 Annual Report
    By Eve Tahmincioglu
    What interested you in Cubic?I had never heard of Cubic. I found out they do two things. They’re in the urban transportation payments business and they develop and offer training technology for the military, such as virtual reality products.I had experience in the payment industry and had been the...
  • My Board Journey: Mike Van Handel
    Issue: 2017 Annual Report
    By Eve Tahmincioglu
    What attracted you to ICF?ICF came about through a recruiting firm, Spencer Stuart. I had relationship with them. They reached out to me, and asked if I’d be interested in pursuing it.From time to time I get reach-outs from recruiting firms that know I’m available to join boards. They are connec...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Annual Report
    By Eve Tahmincioglu
    ALISON DAVIS, DIRECTOR: Unisys, Fiserv, Royal Bank of Scotland, Ooma.“One of the leading-edge issues in corporate governance right now is corporate sustainability. This has been my focus as a director, having served on 11 public boards, as well as in my work with the Athena Alliance, an organizati...
  • SURVIVAL GUIDE: How Stuart Levine prepares for board meetings
    Issue: 2017 Annual Report
    By April Hall
    Directors do a lot to prepare for board meetings, but what’s better than talking to the CEO?A week before every board meeting, Broadridge Financial Services director Stuart Levine gets an hour on the phone with the company’s CEO, Richard Daly, to ask questions.It’s a discussion Daly has with a...
  • Investor’s Idea of a Great Shareholder Meeting
    Issue: 2017 Annual Report
     By Eve TahminciogluShareholder meetings come in all shapes and sizes, but it’s not the swag and rock stars large investors are looking for.“We like meetings that are open and honest, and where management interacts well with shareholders,” says Trip Miller, managing partner at Gullan...
  • Democracy's Voice
    Issue: 2017 Annual Report
    By Eve Tahmincioglu
    The Ancient Agora Museum in Athens houses a host of artifacts related to Athenian democracy, including a clepsydra, or water clock, which was used to impose time limits on speeches before tribunals and in political discourse in late fifth century B.C.I became transfixed by the piece on a trip to Gre...
  • When Is One Vote Not Equal to Another
    Issue: 2017 Annual Report
    By David Shaw
    We’ve had some lively discussions among our staff on our “The State of Corporate Democracy” section in this issue. Does a single share “count” as much as two shares, or a million?  Do small activist shareholders have an equal right to the time and attention of the board and the execut...