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  • 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...
  • The Dashboard Light
    Issue: 2017 Annual Report
    By Robert H. Rock
    In May, my wife Caro and I attended the Point-to-Point steeplechase at Winterthur Museum in Delaware. This annual event showcases exciting horse racing and exquisite horse-drawn carriages. One of the most beautiful carriages was driven by Herb Kohler, the patriarch of the eponymous world-renown plum...
  • OPINION: Corprocracy in America … RIP
    Issue: 2017 Annual Report
    By Norm R. AugustineThe middle-aged man in the front row rose from his seat and announced to the assembled throng that it was time to put on the accoutrements he wears for such events and dutifully donned a rubber clown’s nose.The aging woman wearing hot pants, having knocked over several pot...
  • New SEC Chair Will Keep Calm & Enforce On
    Issue: 2017 Annual Report
    By Eve Tahmincioglu
    Bolstering public capital markets and cybersecurity are expected to be key priorities.Jay Clayton — the man chosen by President Donald J. Trump to lead the nation’s agency that polices Wall Street — and the team he’s assembled are expected to continue enforcement but also shift priorities to...
  • Wells Fargo Fake-Accounts Scandal
    Issue: 2017 Annual Report
     By Eve Tahmincioglu"Wells Fargo board gets black eye in shareholder vote,” was the glaring headline from Reuters following the financial giant’s annual meeting earlier this year.The contentious meeting included an investor shouting at directors about whether they were complicit in the frau...
  • Directors to Watch 2017
    Issue: 2017 Annual Report
    Governance insights and ideas from top women directorsBy Scott ChaseThe year just past has seen some movement toward increased board diversity, perhaps more than some would expect and a lot less than advocates for a better gender mix would applaud. Wachtell Lipton Rosen & Katz partner David A. K...
  • Board Refreshment Drives Progress Toward Gender Parity
    By Dan Marcec
    Gender diversity on public company boards has become a hot-button topic in recent years, as investors and other governance advisors have shined a spotlight on the issue. Major institutional investors have ramped up action, spurring further discussion and lighting the fire for boards to address more ...
  • Should Everything Be for the Record?
    Issue: 2017 Second Quarter
    By Doug Raymond
    Board meeting minutes, or lack thereof, are causing legal issues.The minimalist approach to recording boardroom discussions is attracting criticism, but that doesn’t mean everything at every meeting should be documented.In practice, approaches range from reciting only the bare bones of board actio...
  • Creating an Advisory Board
    By Jessica Gentile and John T. Thompson
    Bringing new perspectives to the table.Leading public companies are increasingly creating advisory boards to augment the firepower of their statutory boards.Unilever created a Sustainable Living Plan Council in 2015 made up of external specialists in corporate responsibility and sustainability, who ...
  • What if Equity Markets Stop Making Sense for Pay?
    Issue: 2017 Second Quarter
    By Todd Sirras
    Compensation questions to ask during volatile timesThe U.S. equity markets may become in the short-term, a poor marker for long-term value creation.What does that mean for equity-based pay?This is a multi-faceted topic, and at its heart a matter of managing change.Uncertainty is a hot topic. It feel...
  • Uber and Tone from the Top
    Issue: 2017 Second Quarter
    By Stan Silverman
    Lessons for boards from Uber scandalsUber is known for its very aggressive, only-the-strong-survive competitive culture. But that tone, set largely by the company’s co-founder and CEO Travis Kalanick, may have contributed to the ride-hailing powerhouse’s recent woes.But don’t just blame the to...
  • Compensation Committee Strategies for the Trump Era
    Issue: 2017 Second Quarter
    By Irv Becker
    Dodd-Frank and CEO pay ratio reporting may not disappear, and new roles may be required of the compensation committee There are lots of signals coming from the new administration in Washington, but wholesale changes to laws such as Dodd-Frank aren’t likely, at least not overnight. That doesn...
  • Is Your Board Prepared for a Trump Twitter Tirade?
    Issue: 2017 Second Quarter
    By Doug Chia and Gary Larkin
    One of President Donald Trump’s favorite Twitter targets is public companies, and as a result companies and boards face a risk that few anticipated: being in the crosshairs on social media. We call this the Trump Twitter Tirade. Lockheed Martin made headlines when Trump took to the digital bu...
  • Zillow’s First Woman Board Member Has Tech Chops
    Issue: 2017 Second Quarter
    By April Hall
    Zillow Group, Inc., appointed April Underwood, Vice President of Product at collaborative messaging platform Slack, to its board in February. She is the first woman to join the real estate marketplace company’s board. Underwood joined Slack as Head of Platform in June 2015 and has also held k...
  • Airbnb’s Belinda Johnson Joins PayPal’s Board
    Issue: 2017 Second Quarter
    By April Hall
    PayPal Holdings, Inc., the money transfer firm, appointed Belinda Johnson to its board of directors in January. Johnson is the Chief Business Affairs and Legal Officer at Airbnb and was the first executive hired by the short-term lodging company. Johnson was dubbed “Airbnb’s Sheryl Sandberg...
  • Chelsea Clinton’s Expedia Board Appointment Backlash
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    It’s not everyday an Oxford-educated, McKinsey alum gets called a “girl” on the heels of being named to a corporate board. But it’s the type of derision to which powerful, accomplished women have become accustomed. The new board member is Chelsea Clinton. She was named to Expedia...