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  • 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...
  • My Board Journey: Stephanie Hill, Vice President and General Manager of Lockheed Martin’s Cyber, Ships & Advanced Technologies. She was appointed to the S&P Global board
    Issue: 2017 Second Quarter
    By April Hall
    What interested you about S&P Global?As an engineer, I was especially inspired by the way the organization leverages data and analytics to help make information useful. At Lockheed Martin, we’re focused on engineering a better tomorrow; I see S&P Global as a company that helps people make ...
  • My Board Journey: Gary Rodkin, retired CEO of ConAgra Foods. He was appointed to the McCormick & Company, Inc., board
    Issue: 2017 Second Quarter
    By April Hall
    What interested you about McCormick?McCormick is a great company that I’ve been familiar with for many years across my career — as a supplier, a customer and a competitor. I knew and respected the two previous CEOs/chairmen — Bob Lawless and Alan Wilson — from industry associations. And fina...
  • My Board Journey: John J. Brennan, Chairman Emeritus and Senior Advisor of The Vanguard Group, Inc. He was elected to American Express’ board
    Issue: 2017 Second Quarter
    By April Hall
     What drew you to the American Express Board of Directors?There were several things that encouraged me to consider joining the Amex board; I’ll mention two. First, it is a truly exceptional company with excellent governance practices. Second, the company has an outstanding leader and leadersh...
  • A Customer-Focused Approach Can Curb Short-Termism
    Issue: 2017 Second Quarter
    By Sheila Hooda
    Companies like Amazon, Southwest Airlines and Costco define long-term business successand financial returns primarily based upon customer metrics.Amazon, the fifth most valuable firm in the world with a market cap of $400 billion, has a singular focus on the customer — with metrics like customer g...
  • Short-Termism: Good Until It Goes Bad
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    There are days James Pethokoukis, a scholar at the conservative think tank American Enterprise Institute, isn’t quite sure short-termism is the problem.“When you talk to companies they feel a lot of shareholder pressure to focus on quarterly returns,” he explains. “A lot of companies would r...