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  • Sacré Bleu
    Issue: 2018 Third Quarter
    By Robert H. Rock
    As we have done for the past three decades, my wife Caro and I spent part of the summer at our home in the south of France. Our village, just south of Grasse, is an international community of 80 families, approximately one-third French; one-third Northern European (including Britain, Holland, and Sc...
  • Perverse Incentives
    Issue: 2018 Third Quarter
    By David Shaw
    Even if you think Milton Friedman launched ‘the dumbest idea in the world,’ nothing will change without some outside help.What would you give to have purchased 1,000 shares of Amazon’s stock on Sept. 7, 2001 at $8.51, four days before the terrorist attacks on the United States? The fourth...
  • Rethinking Director Onboarding
    Issue: 2018 Third Quarter
    By Susan C. Keating
    Why it needs to radically change.A board process that is far overdue for change in many companies is onboarding, which is increasingly critical today to the effective functioning of both the overall board and its individual directors.Some companies have very formal onboarding processes for directors...
  • Grow or Die
    Issue: 2018 Third Quarter
    By Lauren E. Smith
    Imperatives of a value-added director.The world is transforming around us at an unsettling pace — bitcoins, robotics, drones and a myriad of other technical advances are changing business models across every industry.According to the National Association of Corporate Directors (NACD), what are the...
  • The Care & Feeding of an Effective Board
    Issue: 2018 Third Quarter
    By Ram Charan
    Getting the most out of your directors.The right support makes a huge difference in a board’s ability to govern well.Directors are extremely busy people who are often under mental stress. The dread of an activist shareholder, or a cybersecurity attack, or demands for accountability from institutio...
  • Director As Perpetual Student
    Issue: 2018 Third Quarter
    By Maureen Milford
    How board members educate themselves in the face of regulatory changes and an ever-changing global business landscape. As a director of three Fortune 200 companies, Michele J. Hooper considers her board service a “profession” for which she must be up to date on a wide range of matters....
  • Facebook's Board is "Riding a Tiger"
    Issue: 2018 Third Quarter
    By Eve Tahmincioglu and Allan Grafman
    ...
  • Director Data
    Issue: 2018 Annual Report
    By Directors and Boards
    ...
  • SOX's Financial Expert Requirement 15 Years Later
    Issue: 2018 Annual Report
    By Ann C. Mulé
    Many companies are missing an audit committee disclosure opportunity.In the 15 years since the Sarbanes-Oxley Act of 2002 (SOX) was passed, large institutional investors have been “finding their voice” and sharing their views of board expectations with regard to composition, accountability and t...
  • Diversity in the Boardroom: Consider a nurse
    Issue: 2018 Annual Report
    By Laurie Benson
    With many changes occurring in the health care industry, and with health care projected to remain the largest employee-related expense for U.S. employers, now is the time for the voice of nurse leaders to be heard.As a nurse leader and board director for many years, I have experienced firs...
  • A Pivot to Disruption: And other silly phrases that signal weak thinking.
    Issue: 2018 Annual Report
    By David Shaw
    Strong ideation around curated big data will help us think outside the box and create highly scalable deliverables that expand our bandwidth. If we lean in and take a deep dive into our ecosystem, we can disrupt the business model, and pivot to become rock star growth hackers. OK, I’m not sur...
  • Lessons Learned From First Wave of CEO Pay Ratio Disclosures
    Issue: 2018 Annual Report
    By Todd Sirras
    Directors shouldn’t become complacent on pay.The first wave of CEO pay ratio disclosure has come and gone with much less attention than anticipated.Was the pre-proxy hubbub and handwringing more than was needed to address employee and shareholder questions, comparison to competitors and local comp...
  • The Pros and Cons of Good Governance
    Issue: 2018 Annual Report
    By Doug Raymond
    Despite the costs, there are notable advantages.Are best practices in corporate governance worth it? Why should boards struggle to implement policies and procedures that may be uncomfortable, expensive and inefficient?Pundits often suggest that strong governance can boost stockholder returns and stu...
  • The Aftermath of #MeToo Allegations Against Wynn Resorts CEOs
    Issue: 2018 Annual Report
    By Eve Tahmincioglu
    Can three women directors bring a “fresh” perspective? D&B sits down with one of the newly minted female board members, Betsy Atkins.Wynn Resorts CEO and chairman Steve Wynn stepped down in February following sexual misconduct allegations. While the casino mogul has denied the charges, ...
  • Culture, Brand & the Board
    Issue: 2018 Annual Report
    By Eve Tahmincioglu
    Marc Benioff, the CEO of Salesforce, got a letter from his employees recently asking him to sever the company’s ties with U.S. Customs and Border Protection because of the agency’s enforcement of the Trump administration’s policies to separate children from their families at the border.The let...
  • “Professional Directors” Revisited
    Issue: 2018 Annual Report
    By Robert H. Rock
    Directors & Boards’ last issue highlighted a Deloitte survey that found almost 90% of respondents consider current or retired CEOs as the most effective board members. Yet, in the same issue, our Directors Roster showed that less than half of newly appointed directors had experience as a corpo...
  • Attracting Talent Beyond Just a Paycheck
    Issue: 2018 Annual Report
    By J. Veronica Biggins
    How purpose, meaning and fun drives visionary leadership.The post-Boomer generation now assuming leadership roles — and certainly those from the Millennial generation who will follow — bring with them different expectations about their work environments and what a “corporate culture” needs t...
  • TOP OF MIND: What directors are thinking
    Issue: 2018 Annual Report
    By Eve Tahmincioglu
    KAPILA ANAND, DIRECTOR: WomenCorporateDirectors, Extended Stay America, ESH Hospitality and Omega Healthcare Investors, Inc.Board diversity has been on the minds of many nominating and governance (N&G) committees, but the last year has brought a new level of urgency to the topic. Investor and ot...
  • My Board Journey: PAMELA THOMAS-GRAHAM
    Issue: 2018 Annual Report
    By Eve Tahmincioglu
    Pamela Thomas-Graham, chief executive officer of Dandelion Chandelier LLC, a private digital media enterprise reporting on luxury goods and services, is a director at Peloton, The Clorox Company, and N.T. Butterfield & Sons Bank.What attracted you to Peloton and how did you end up on the board?I...
  • Boards Can’t Ignore the Lure of a Flexible Workplace
    Issue: 2018 Annual Report
    By Cali Yost
    To tackle complex talent-related challenges, today and in the future, organizations will have to build high-performance flexible work cultures.That means boards have to educate themselves about why a flexible work strategy matters to people and the bottom line; step in and push management to embrace...