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  • Indemnification Holes After a Company is Sold
    Issue: 2019 Third Quarter
    By Doug Raymond
    Can a buyer cancel insurance, or amend bylaws after a sale?A good directors & officers insurance policy frequently is the first and best line of defense. But what happens to these layered protections when the company is sold? Can the buyer cancel the insurance and amend the bylaws?A recent Delaw...
  • Compensation Impacts Culture
    Issue: 2019 Third Quarter
    By Katherine Barrall and Kathryn Neel
    Time to take stock of executive pay and perks programs.Leadership and tone at the top are obvious corporate culture influencers. What might be less obvious is how decisions on compensation structure shape, steer and promote corporate culture.Compensation committees are increasingly discussing how th...
  • Crisis Management
    Issue: 2019 Third Quarter
    By Jose R. Rodriguez
    Making it safe for people to do the right thing.Crisis prevention has taken on greater urgency for management and boards as corporate crises, frequently self-inflicted, continue to make headlines. The deep and long-lasting reputational impact of self-inflicted crises — product quality, worker safe...
  • Human Capitalism
    Issue: 2019 Third Quarter
    By David Shaw
    When the going gets tough, how important will those stakeholders really be?At the heart of the discussion surrounding environmental, social and governance issues (ESG) is the extreme tension between the short and the long term. Much of the reaction to The Business Roundtable’s “new” Statement ...
  • My Board Journey: Anthony Earley, Director, Ford Motor Company, Southern Company and CLEAResult
    Issue: 2019 Third Quarter
    By Directors and Boards
    I understand your first board stint was with Long Island lighting Company. How did you end up on that board?My first board experience was somewhat atypical but did give me insights into what skills are needed for successful board members. In the mid-1980s, I was hired as general counsel of Long isla...
  • Pickens Carried Friedman’s Torch
    Issue: 2019 Third Quarter
    By Eve Tahmincioglu
    Almost every story on the origins of corporate American’s shareholder-centric approach includes a history lesson on economist Milton Friedman and his role in bolstering the concept that many believe has led to a short-term approach to company success, undermining innovation and employees.Friedman...
  • How Do I Know If I am the “Bad Character” on the Board?
    Issue: 2019 Third Quarter
    By Jason León
    How directors can determine if they are serving — or hindering — a board.In more than 23 years spent working with 175-plus corporate boards, Beverly Behan has learned this firsthand: The problem people on any board are the ones who are oblivious and obstinate.As a board advisor helping directors...
  • Employee as Director
    Issue: 2019 Third Quarter
    By April Hall
    A 1991 article in the New York Times with the headline “Chrysler to Drop Union President’s Spot on Its Board” may have sounded the death knell of a brief experiment in this country to get employees in the boardroom.The practice never really made it much past the auto industry, and it’s been ...
  • Culture of Inclusion
    Issue: 2019 Third Quarter
    By Beth Braverman
    Diversity and inclusion have been business buzzwords for decades, but in recent years a growing number of companies have realized that creating a diverse and inclusive culture is not only good public relations, it’s good for the bottom line.A strong body of research shows that truly diverse and in...
  • Solving the Board-Diversity Imperative
    Issue: 2019 Third Quarter
    By Kathy Higgins Victor
    One of the common barriers when it comes to getting more diverse voices in the boardroom is not seeing beyond your own networks.Case in point. In an effort to diversify the board of a Fortune 500 company, a board member recommended his neighbor who was professor emeritus of information technology at...
  • Director Data Q3 2019
    By Directors and Boards
    Disclosure of Auditor Fees is on the RiseMost companies provide an explanation for the types of services included within each fee category, according to a report by EY’s Center for Board Matters. Reviewed companies explained the circumstances for the change. Nearly 90% of companies disclosed that ...
  • THE PURPOSE DEBATE Western Union’s First ESG Report
    Issue: 2019 Third Quarter
    By Eve Tahmincioglu
    CEO Hikmet Ersek rides the “purpose” train, supported by the board.At Western Union, we believe we can be more successful as a company when we operate according to the highest ethical standards, address unmet social needs and promote the well-being of our consumers, their communities and the env...
  • THE PURPOSE DEBATE Former Vanguard CEO Weighs in on ‘Purpose’ & ESG
    Issue: 2019 Third Quarter
    By Bill McNabb
    Bill McNabb says a focus on the greater good leads to long-term value.Bill McNabb, the former CEO and chairman of investment behemoth Vanguard Group, believes many people aren’t seeing the ultimate value of a growing movement for corporations to have a social-purpose focus.“Many pundits and crit...
  • THE PURPOSE DEBATE Introduction
    Issue: 2019 Third Quarter
    By Robert Rock
     Back to the ‘80s: Business Roundtable’s “Purpose” Statement ReduxThe group’s 1981 statement called for corporations to be “a positive force in society.” What’s different this time?By Kristin Bresnahan Three Problems With the Stakeholder TheoryBusiness Roundtable’s misgui...
  • THE PURPOSE DEBATE Social Good Uprooted
    Issue: 2019 Third Quarter
    By David Ciepley
    How America’s corporations lost their public purpose.These may be flush times for the American corporation, but the bounty is not being translated into a prosperity that is sustainable or broad. How has the corporation’s vision become so foreshortened? Its largess so narrowly bestowed? Its malfe...
  • THE PURPOSE DEBATE Back to the ‘80s: Business Roundtable’s “Purpose” Statement Redux
    Issue: 2019 Third Quarter
    By Kristin Bresnahan
    The group’s 1981 statement called for corporations to be “a positive force in society.” What’s different this time? By Kristin BresnahanThe Business Roundtable issues this statement out of a strong conviction that the future of this nation depends upon the existence of strong and r...
  • THE PURPOSE DEBATE Three Problems With the Stakeholder Theory
    Issue: 2019 Third Quarter
    By Charles Elson
    Business Roundtable’s misguided decision to put shareholders last. An unpleasant déjà vu.By Charles M. ElsonThere is nothing really new about the Business Roundtable’s Statement on the “Purpose of the Corporation.”  It is simply the return of the groups historic and misguided support ...
  • What a Stakeholder Approach Means for Executive Compensation
    By Mark Emanuel and Seymour Burchman
    The Business Roundtable’s declaration should lead to new comp committee goalsWhat does it mean for boards and compensation committees that 181 CEOs from the Business Roundtable amended a long-standing statement of corporate purpose last month? The CEOs declared that the purpose of companies is to ...
  • Compensation Committees & ESG
    Issue: 2019 Annual Report
    By Don Delves and Ryan Resch
    Human capital management and oversight should be a bigger part of the agenda.Environmental, social and governance (ESG) issues are increasingly important to boards and their compensation committees, especially human capital management, as a critical part of the “S” in ESG.Comp committees realize...
  • My Board Journey: DEBORA PLUNKETT, Director, Nationwide, J.C. Penney, CACI International, Raytheon Integrated Defense Systems.
    Issue: 2019 Annual Report
    By Eve Tahmincioglu
    What was the process that led you to Nationwide’s boardroom? I was contacted by a senior leader at the company, who asked if I would be interested in interviewing for an anticipated opening. This has been a common path for me — someone refers me or calls because they are familiar with my work in...