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  • ‘First Reactions Aren’t Always the Best Reactions’
    Issue: 2020 Second Quarter
    By April Hall
    Fewer than a dozen people have served as Secretary of Homeland Security since the department was added to the Cabinet in 2003. Jeh Johnson is among the longest-serving, heading the department under President Barack Obama from 2013 to 2017.During his tenure, Johnson dealt with many of the same threat...
  • Top of Mind: Roy Dunbar, Director for Humana Inc, Johnson Controls International PLC and SiteOne Landscape Supply
    Issue: 2020 First Quarter
    Leading company boards will report in proxy filings for 2020 how they are responding to what they heard from shareholders in conversations the companies requested after the previous year’s filings.These companies will have solicited investors representing as much as 80% of their shares with an off...
  • Driving a Focus on Risk
    Issue: 2020 First Quarter
    By Eve Tahmincioglu
    Risk mania has taken over the corporate governance discussion today but defining risk and figuring out how to deal with it can be dizzying for boards.Dinesh Paliwal, the chief executive officer of Harman, a wholly owned subsidiary of Samsung Electronics Co., who serves on the boards of Bristol-Myers...
  • The Character of the Corporation: 10 ways to get started on your ESG journey
    Issue: 2020 First Quarter
    By Robert H. Rock
    America is experiencing record growth which has provided abundant jobs, wage growth and wealth generation for a majority of Americans. Yet income inequality and wealth disparity are alarmingly high, bringing into focus the challenge of attaining fair, equitable and sustainable growth as well as plac...
  • The Character of the Corporation: A deep dive into our forum’s biggest questions
    Issue: 2020 First Quarter
    By Eve Tahmincioglu and David Shaw
    As most board members know, environmental, social and governance issues (ESG) are all the rage, with institutional investors putting pressure on public companies to think beyond maximizing value for shareholders by adding a focus on the impact of the corporation on its other stakeholders — includi...
  • Human Capital Governance: The Beginning of a New Era
    Issue: 2020 First Quarter
    By Don Delves, Amy DeVyler Levanat and John Bremen
    The era of human capital has arrived in the boardroom and, with it, the need for more thorough board oversight and governance of this mission-critical investment.As evidence, consider three current paradigm-shifting items:• Institutional investors are demanding that the companies they invest in pa...
  • Purpose, Human Capital and Profits: Five factors to drive enduring shareholder value
    Issue: 2020 First Quarter
    By John Bremen, Don Delves and Amy DeVyler Levanat
    Regardless of a board’s position on the purpose versus profits debate, human capital issues are an essential component of their discussions on how to drive shareholder value. Why? There are well-documented advantages to shareholders of having healthy, engaged, hard-working, and productive lea...
  • ESG Disclosure and Compliance: Navigating the Confusion
    Issue: 2020 First Quarter
    By Ken C. Joseph and Nicole Y. Lamb-Hale
    Shifts in the social, economic and geopolitical landscape place boards under pressure to expand their obligations well beyond the direct needs of their corporation and its shareholders. In addition to grappling with issues that face the corporation, directors, it seems, must now place the greater so...
  • An Action Plan for a Purposeful Board
    Issue: 2020 First Quarter
    By Ram Charan
    There is a drumbeat growing in support of the idea that investing in employees, the community and all stakeholders, as the Business Roundtable (BRT) chairman Jamie Dimon has said, “is the only way to be successful over the long term.”Last fall, BRT announced that a corporation is to broaden its ...
  • They Had One Job
    Issue: 2020 First Quarter
    By Doug Raymond
    Corporate directors are justifiably concerned about their potential liability when agreeing to serve on a board, particularly that of a public company. It would be naïve for a director to dismiss the possibility of litigation against directors for actions taken by the board, and most well-functioni...
  • Three Items for 2020 Board Agendas
    Issue: 2020 First Quarter
    By Patrick A. Lee
    Prioritizing board agendas for 2020 will require a balance of near-term focus, agility and long-term thinking. Based on our work with directors and business leaders, we’ve identified key issues for boards to consider as they refine their agendas to respond to the risks and opportunities in the yea...
  • Executive Compensation in an Era of Stakeholder Primacy
    Issue: 2020 First Quarter
    By Kathryn Neel and Olivia Voorhis
    Rising stakeholder expectations surrounding environmental, social and governance issues (ESG) are spilling into a growing corporate awareness of the need to address them. Though some companies have begun to demonstrate progress and commit to commendable goals on the issues — and make strides in in...
  • A Greek Goodbye
    Issue: 2020 First Quarter
    By Eve Tahmincioglu
    Sustainable human capital is relevant for all companies in driving performance, regardless of their opinion on societal good. That statement came from a corporate governance expert I respect very much. But I question the premise.I believe we need sustainable human capital if we want an equitabl...
  • The Clarion Call for ESG
    By Robert H. Rock
    Large asset managers, notably BlackRock, Vanguard and State Street, strongly support the notion that corporations should pursue a social purpose, particularly sustainability, and they are looking to make investments that deliver value to a broad array of stakeholders. They point to studies showing c...
  • Top of Mind: ROBIN FERRACONE, Director, Trupanion, Oaktree Capital Funds, and Enlight
    Issue: 2019 Fourth Quarter
    As Americans look forward to the start of a new decade, it is an opportune time to reflect on the changes of the past 10 years. One of the most heartening developments is the increasing representation of women directors and other diverse directors on public company boards.As a member of the board of...
  • OUTSIDE THE BOARDROOM: Herman Bulls Director, USAA and Comfort Systems; Vice Chairman, JLL
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    Diversity & Inclusion InstigatorFrom diversity and inclusion to pay equity, Herman Bulls gets involved as an “instigator” and “role model” for the CEO, management, the workforce and the community. And a lot of that work happens outside the boardroom.“You need to know the organization. ...
  • Director Data Q4 2019
    Issue: 2019 Fourth Quarter
    By Directors and Boards
    S&P 500 Equity Return by Governance RankingThere is strong bottom-line evidence for strong corporate governance. By applying the composite measure of corporate governance characteristics to the S&P 500, a report found that the companies in the top 20% outperformed those in the bottom 20% by ...
  • ESG: PR or Societal Play?
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    There’s something I’ve come to expect as a business journalist. Whenever you share positive news about a company, it’s often an invitation for critics to point out the not-so-positive.So, I wasn’t shocked when I received an email following the publication of an interview I did with Western U...
  • Corporate Culture of Gratitude
    Issue: 2019 Fourth Quarter
    By Robert H. Rock
    As I have done for the past 30 years, I delivered an address on Thanksgiving Day to my family and close friends who gathered at my home to celebrate America’s secular holiday. Thanksgiving glorifies our nation as a land of opportunity, of sharing, of plenty. We come together to give thanks for our...
  • Confirmation Bias Can Cloud Director Judgement
    Issue: 2019 Fourth Quarter
    Theranos is one example of how “we hear what we want to hear and disregard the rest.”By Ralph A. Weber and Dale E. JonesWe all know the basic facts of the Theranos debacle: Brilliant Stanford dropout fools almost everyone about a blood-testing device she proclaims will revolutionize healthcare. ...