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  • TOP OF MIND: What directors are thinking (James Lam, director, E*Trade & RiskLens)
    Issue: 2019 First Quarter
    Risk oversight has always been one of the most critical responsibilities for corporate directors. Today, organizations face global conflicts, economic uncertainties and disruptive technologies. In an environment often described as VUCA (volatile, uncertain, complex, and ambiguous), directors are ele...
  • Director Data Q2 2019
    Issue: 2019 Second Quarter
    By Directors and Boards
    Gender Diversity Progresses SlowlyIn 2018, 85% of large company boards across 44 countries had at least one woman among their directors. But women hold only 20.4% of all director seats, up from 13.6% six years ago.(Source: Egon Zehnder’s 2018 Global Board Diversity Tracker)Directors Are Talking En...
  • Avoiding a Punch in the Mouth
    Issue: 2019 Second Quarter
    By David Shaw
    Shifting some (or more) board focus to stakeholder interests sounds good in principle, but…Throughout this year, Directors & Boards is devoting space in every issue to discuss and analyze “The Character of the Corporation.” We’re looking at the corporation’s (and board’s) roles and r...
  • My Board Journey: JANET KERR, Director, La-Z-Boy, Inc., Tilly’s, Inc., AppFolio.
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Janet Kerr, Vice-Chancellor of Pepperdine University and Professor Emeritus of Law at Pepperdine University School of LawWhat was your first corporate board seat appointment and how did that come about?My first board was Carl’s Jr./Hardee’s. I was teaching corporate law at Pepperdine Univer...
  • Assessing Board Performance
    Issue: 2019 Second Quarter
    By Sabine Dembkowski and Lauren E. Smith
    The secret sauce is in focusing on director strengths and skills.The need for high-performing and accountable board leadership is ever-increasing as the complexities of the business environment continue to dramatically change. How can boards keep up and optimally operate in these dynamic and often v...
  • Comp Committees Should Broaden Tech-Ethics Scope
    Issue: 2019 Second Quarter
    By Stephen Charlebois and Ross Perry
    A Focus on AI and Machine Learning.Across all industries, technology has become a key driver of growth and profitability for many organizations. Old industrial companies have been replaced by those with a high-tech orientation as the world’s most valuable companies. Those with first-mover advantag...
  • Boards Need to Push ESG Out of Silos
    Issue: 2019 Second Quarter
    By Dennis T. Whalen and Jose R. Rodriguez
    Prioritizing environmental, social and governance matters requires sustained effort.Environmental, social, and governance (ESG) issues are increasingly factored into corporate performance.Many investors recognize that poor ESG practices pose environmental, legal and reputation risks that can damage ...
  • Directors’ Private Emails May Not Stay Private
    Issue: 2019 Second Quarter
    By Doug Raymond
    A recent Papa John’s ruling shines light on how electronic messages thought to be private could end up as evidence.A ruling delivered by an influential court in a case involving pizza chain Papa John’s International is a cautionary tale for directors who share board matters via personal email.Cl...
  • 5 Core Principles of AI Ethics
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    The UK provides an artificial intelligence code of ethics that could be a framework for countries around the globe.The UK government published a report last year on the ethics of artificial intelligence that many see as a strong framework for artificial intelligence (AI) adoption. A key recommendati...
  • Artificial Intelligence Oversight Risks
    Issue: 2019 Second Quarter
    By Rebecca Eisner and Brad Peterson
    Smart board level questions to ask about AI.Artificial intelligence, or “AI,” raises legal and ethical issues beyond those generally found in investments in technology. Due to the rapid growth in this area, the lack of standards for evaluation and oversight and the risks associated with AI use, ...
  • Time to Care About Machines Displacing Workers
    Issue: 2019 Second Quarter
    By Jan Alexander
    The environmental, social and governance movement is adding a “T” for technology.While at board meetings, Elaine Eisenman makes a point of having conversations with fellow directors about how to meet future human capital needs as technology changes and displaces jobs.“Massive layoffs are the b...
  • Top of Mind: Betsy Atkins, Director, Wynn Resorts, SL Green Realty Corp., Volvo and Covetrus
    Issue: 2019 Second Quarter
    By Directors and Boards
    U.S. corporate governance movements have had a history of following some of the very positive innovations that have come out of the UK and Europe. For example, boardroom gender diversity is a movement that started in Europe (Scandinavia) and we see how it’s now influenced us here in the U.S. in a ...
  • How Patrick Kinsella prepares for board meetings: Director, PennyMac Financial Services, Wrap Technologies
    Issue: 2019 Second Quarter
    By April Hall
    Open discussions outside the boardroom are the most important part of Patrick Kinsella’s board service.“I’m really big on the informal dialog, so I go out and meet with the director of internal audits for an hour, hour and a half. I have a dialog or meet with the CFO, the person in charge of e...
  • Are Tech Ethics Too Complex for the Board?
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Last year, I interviewed Kai-Fu Lee, the former head of Google China and the author of AI Superpowers: China, Silicon Valley and the New World Order, and since then I’ve been thinking about what role directors should play when it comes to the ethics behind adopting innovation.Lee offered advice fo...
  • Capitalism’s Success: Creating Jobs
    Issue: 2019 Second Quarter
    By Robert H. Rock
    Are we heading towards socialism? Listening to the rants and raves coming from the campaign trail you might think so. With calls for “The Green New Deal,” “Medicare for All” and “Accountable Capitalism,” congressional Democrats have put forward proposals for greater government authority ...
  • The Board’s Role in Setting Up AI’s Ethical ‘Guardrails’
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boardroom discussions on artificial intelligence and machine learning’s impact on humanity need to be fast-tracked.Whenever there are discussions in the boardroom about artificial intelligence (AI) and how the technology may fit in the company’s strategy, Linda Goodspeed likes to bring up t...
  • Boards Can Balance Profit & Social Purpose
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Influential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.The continued undervaluing of employees has brought corporate America to a precipice, and in order to keep the economic system fr...
  • First Principles of Executive Pay: Setting Effective Performance Goals
    Issue: 2019 First Quarter
    By John Borneman
    Nearly all companies have the same philosophy for their executive compensation plans. The goal is to create incentives that drive the creation of value for shareholders and then align the pay for the executives with their performance against goals that will achieve this objective. While this id...
  • Designating Courts for Shareholder Lawsuits is on the Rise
    Issue: 2019 First Quarter
    By Doug Raymond
    Exclusive forum provisions, however, are under growing scrutiny.Requirements adopted to force suits against companies be filed only in certain courts, while a growing trend, face legal scrutiny depending on whether the case involves internal or external issues.Two recent examples should be on the bo...
  • Influential Corporate Law Judge Discusses ESG (Exclusive Video)
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boards Can Balance Profit & Social PurposeInfluential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.In this exclusive video interview with Delaware Supreme Court Chief Justice Strine,...