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  • My Board Journey: SUE W. COLE, Director, Martin Marietta Materials, Biscuitville, Diversified Trust
    Issue: 2018 Fourth Quarter
    By Eve Tahmincioglu
    SUE W. COLE, Director, Martin Marietta Materials, Biscuitville, Diversified Trust and the National Association of Corporate Directors. Managing partner and founder of SAGE Leadership & Strategy, LLC, a boutique advisory firm specializing in strategy, leadership development and corporate governan...
  • Long-Term Relationship
    Issue: 2018 Fourth Quarter
    By Kevin B. Kelly
    Full confidence between corporate boards and CEOs requires trust, candor — and lots of strategic communication.Tony Earley understands the delicate board-CEO introductory dance more than most, and he realizes the pressure to build a good relationship right out of the gate is more important than ev...
  • Executive Pay Metrics Moving Beyond Just the Numbers
    Issue: 2018 Fourth Quarter
    By Katherine Barrall and Kathryn Neel
    Non-financial metrics may become a bigger part of the incentive calculation.Retailers like Target are using compensation metrics for senior executives related to redesigned store experiences and channel optimization in response to the evolving retail landscape. Meanwhile, oil and gas companies ...
  • Structuring Independent Board Leadership
    Issue: 2018 Fourth Quarter
    By Claudia H. Allen
    What to consider before splitting the CEO-chairman role.Companies and investors continue to grapple with what constitutes the optimal board leadership structure, effectively acknowledging that there is no one-size-fits-all solution.Still investors are pushing for changes. Shareholder proposals seeki...
  • Managing Conflicts of Interest and Disclosure
    Issue: 2018 Fourth Quarter
    By Doug Raymond
    Transactions, including mergers and sales, require management-stockholder interest transparency.A decision from the Delaware Supreme Court this summer highlighted the importance that boards set clear guidelines when considering a transaction in which the interests of management might diverge fr...
  • CEO Wellbeing is a Board Priority
    Issue: 2018 Fourth Quarter
    By Caren Kenney
    Time to tackle work-life and job challenges of the corner office.We are starting to hear more and more from top leaders of organizations on their personal struggles as a result of their role — whether it’s a Fortune 100 CEO reflecting on personal sacrifices and impact on her family, or a high-pr...
  • Some Top Dogs Need Watchdogs
    Issue: 2018 Fourth Quarter
    By Maureen Milford
    Boards increasingly pushed to establish CEO oversight procedures.Even wildly-gifted CEOs need supervision.That appears to be the takeaway from recent regulatory cases where companies have been taken behind the woodshed for not monitoring their star chief executives.The most recent example involved s...
  • Assessing the CEO’s Performance
    Issue: 2018 Fourth Quarter
    By Ben Dattner
    Questions directors should ask before initiating a review.As a board member, one of your most important responsibilities is to evaluate the current performance of the CEO, while simultaneously ensuring that he or she receives the right feedback, incentives and support in order to develop in the role...
  • Is the CEO Disruptive Enough?
    Issue: 2018 Fourth Quarter
    By Eve Tahmincioglu
    Nokia chairman offers advice on guiding management to stay on top of innovation.When the iPhone was introduced in 2007, Nokia chairman Risto Siilasmaa, admits he didn’t see it as a game changer and trusted management at the telecommunications firm that the device would only be a cult-fan favorite....
  • American Water CEO’s ESG Mission
    Issue: 2018 Fourth Quarter
    By Eve Tahmincioglu
    The head of the largest publicly traded U.S. water utility, and Raymond James’ lead director, is focused on environmental, social and governance issuesSusan Story, the CEO of American Water and a board member for Raymond James and Dominion Energy, doesn’t just give environmental, social and gove...
  • My Board Journey: WENDY WEBB
    By Eve Tahmincioglu
    WENDY WEBB, co-chair of WomenCorporateDirectors, Los Angeles/Orange County and is a National Association of Corporate Directors Board Leadership Fellow. Director Wynn Resorts and ABM Industries.What attracted you to the boards of Wynn Resorts and ABM Industries?The two companies are quite different,...
  • Director Data 3rd Quarter 2018
    Issue: 2018 Third Quarter
    By Directors and Boards
     Fortune 100 Increasing Voluntary Audit-Related DisclosuresEY’s Center for Board Matters recently reported that a U.S. survey of investors indicates high degrees of confidence in the audited financial information disclosed by public companies, with more voluntary reports than ever before.Some...
  • TOP OF MIND: What directors are thinking
    Issue: 2018 Third Quarter
    By Directors and Boards
    Stacey HallermanDirector, MedMenAs the axiom goes, serving as a director is a part-time job with full-time responsibilities. That principle is particularly applicable to directors of newly public companies. And it’s even more relevant for directors of companies in the fast-developing cannabis indu...
  • Survival Guide: How Ivy Silver prepares for board meetings
    Issue: 2018 Third Quarter
    By April Hall
    Ivy Silver - Director: Fulton Bank; CIMG. Advisor, Recovery Record, TechGirlz, DesignPhiladelphiaWhen Ivy Silver approaches board work, she employs “design thinking.”She describes the concept as “about the user experience. It’s very much the idea of how customers actually engage in experienc...
  • Three Simple Rules for Stress-Free Board Pay
    Issue: 2018 Third Quarter
    By Kathryn Scherich and Barry Sullivan
    Getting director compensation right.Board pay has always been an interesting — and sometimes uncomfortable — topic for outside directors. It’s uncommon to set one’s own pay level, and doing so as a steward of a corporation and its shareholders can be uncomfortable. Add to this the Decem...
  • Virtual Shareholder Meetings Update
    Issue: 2018 Third Quarter
    By Claudia H. Allen
    Considerations for boards.In the current age of digital transformation, moving from a physical to an electronic meeting of shareholders seems natural. However, virtual-only annual meetings — shareholder meetings held solely online — remain controversial.For example, when only a minority of direc...
  • Is It Only About Profits?
    Issue: 2018 Third Quarter
    By Doug Raymond
    The corporations-should-care-about-society movement reaches a crescendo with Elizabeth Warren’s proposed bill.There’s a growing and important debate about corporate governance, particularly viewed against the backdrop of significant criticism of recent corporate action (or inaction) around ...
  • The BS at CBS
    Issue: 2018 Third Quarter
    By Eve Tahmincioglu
    “I don’t care if 30 more women come forward and allege this kind of stuff. Les is our leader and it wouldn’t change my opinion of him.”Those words were attributed to long-time CBS director Arnold Kopelson in a New York Times article published on Sept. 12. He was speaking about the company’...
  • 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...