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  • My Board Journey: DAVID BAKER LEWIS
    Issue: 2018 First Quarter
    By Eve Tahmincioglu
    Lewis is co-founder of Lewis & Munday and a director for H&R Block, The Detroit Edison Securitization Funding LLC, STERIS Corporation, and GM-UAW Retiree Medical Benefits Trust.What attracted you to H&R Block, and how did you end up on the company’s board?At that time, I was attracted ...
  • A CEO Pay Ratio Tipping Point?
    Issue: 2018 First Quarter
    By Blair Jones and Seamus O’Toole
    Boards and compensation committees should prepare for a bigger role on broad-based pay topics.With companies starting to release CEO pay ratio data for the first time, boards and management teams are bracing for a wave of reactions: How will activists and employee groups use the information to crank...
  • Boardroom 2018 Game-Changers: Everything from AI to corporate culture.
    Issue: 2018 First Quarter
    By Dennis T. Whalen
    Rising expectations and game-changing issues will continue to drive a sharper boardroom focus on positioning the company for the future. Here, we highlight three of the top issues boards should consider as they focus on their 2018 agendas.Help the company keep its eye on the ball: long-term value cr...
  • TOP OF MIND: What directors are thinking
    Issue: 2018 First Quarter
    By Directors and Boards
    SHEILA BAIR, DIRECTOR:Thomson Reuters, Host Hotels, and the Industrial and Commercial Bank of ChinaThe great American author Willa Cather once said, “Too much information can be deadening.” What my kid’s call “TMI” is a common public ailment with today’s technology-driven communications....
  • Say on Director Pay
    Issue: 2018 First Quarter
    New limits on board discretion.By Doug RaymondBoards of directors have long set their own compensation, creating an inevitable conflict of interest, but change is on the horizon thanks to a recent Delaware Supreme Court ruling.Based on past court decisions, if shareholders voted to give directo...
  • Board Size: Governance experts see smaller boards as more effective, but who’s listening?
    Issue: 2018 First Quarter
    By Eve Tahmincioglu and April Hall
    Late last year, General Electric Company’s Chairman and CEO John L. Flannery announced plans to shrink the board to 12 directors from 18 as part of an effort to bolster growth.It was part of a board restructuring process, he added, to find “the right mix of composition of skills going forward to...
  • Environmental, Social & Governance: Key transparency and performance issues for 2018.
    Issue: 2018 First Quarter
    By Thomas Singer
    When it comes to New Year’s resolutions, socially conscious directors might consider tackling this trifecta: gender diversity, climate risk and sustainability-tied compensation.These issues stood out in a recent Conference Board study, which looked at transparency and performance in select areas o...
  • Director Liability: Boards are on the hot seat over data breaches, illegal sales practices and more.
    Issue: 2018 First Quarter
    By Maureen Milford
    Directors and officers might want to start 2018 by doubling down on their oversight systems.Last year, boards and senior managers at several large corporations faced significant shareholder lawsuits over allegations they were not minding the store when their companies suffered high-profile traumas s...
  • Shareholder Engagement: BlackRock, CalSTRS, among other investors, upping pressure on boards.
    Issue: 2018 First Quarter
    By Eve Tahmincioglu
    Whether it’s the impact of iPhones on kids or employee retraining, major investors are looking to corporate leaders to do more.In January, BlackRock’s CEO and Chairman Laurence D. Fink sent a letter to executives at major companies to not only focus on profits but also the social good. The lette...
  • Truth in Financial Reporting: Is Your CEO Lying?
    Issue: 2018 First Quarter
    By Jan Alexander
    AI, a focus on non-financial data and more may shed light.Investors who want to know what’s going on at a company beyond the quarterly financial results and standard accounting metrics have a growing wealth of sources to consult. That makes the audit committee’s task of staying on top of financi...
  • TOP OF MIND: What directors are thinking
    Issue: 2018 First Quarter
    By Directors and Boards
    SHEILA BAIR, DIRECTOR:Thomson Reuters, Host Hotels, and the Industrial and Commercial Bank of ChinaThe great American author Willa Cather once said, “Too much information can be deadening.” What my kid’s call “TMI” is a common public ailment with today’s technology-driven communications....
  • Blockchain: ‘Fraud’ or Fortune?
    Issue: 2018 First Quarter
    What directors need to know about the technology behind Bitcoin.By Eve TahminciogluWhether it’s JP Morgan’s CEO Jamie Dimon publicly eating his words about blockchain, or Kodak attempting to resurrect its photo dominance with the technology, the promise of what is essentially a more secure, shar...
  • Gender Diversity: Former DuPont CEO looks to bolster gender diversity in the C-suite and boardroom.
    Issue: 2018 First Quarter
    By Maureen MilfordThe image is striking.Seated at an enormous board table are more than two dozen men in white shirts, ties and business suits. The top executives of the industrial giant are identified as “men with backgrounds in various phases of business.” The year is 1952.Nearly 60 years woul...
  • Sexual Harassment: Boards Can’t Be Silent
    Issue: 2018 First Quarter
    Company policies and more women on boards could stem financial fallout.By April HallThe issue of sexual harassment has been kept quiet in the boardroom.The thorny topic is often treated under the larger umbrella of healthy company culture, says Eric McCarthey, a director for Spar Group, Salsbury Ind...
  • 'Maximizing Prosperity & Freedom'
    Issue: 2017 Fourth Quarter
    By Eve Tahmincioglu
    Is our world out of balance?That question came from Rebecca Henderson, a professor who teaches the “Reimagining Capitalism” course that’s part of the Harvard’s MBA program. She was a keynote speaker at the recent National Association of Corporate Directors summit where she gave directors a g...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Fourth Quarter
    By Directors and Boards
    TANUJA DEHNE, DIRECTOR:Advanced Disposal Services, Granite Point Mortgage Trust“Corporate sustainability is becoming part of the boardroom dialogue. What keeps me up at night is the plodding pace — climate action requires a greater sense of urgency and prioritization if we are to stave off the w...
  • SURVIVAL GUIDE: How Barbara Duganier prepares for board meetings
    Issue: 2017 Fourth Quarter
    By By Eve Tahmincioglu
    Barbara Duganier: Director MRC Global; Buckeye Partners, LP; National Associations of Corporate DirectorsAt any one time Barbara Duganier is on several public boards and a few nonprofit boards, so being prepared is critical for her.“Attention to what happens before the meetings is important b...
  • Sustainability & Disclosure: New demands on corporate boards
    Issue: 2017 Fourth Quarter
    By Virginia Harper HoIt’s a new era of environmental, social and governance (ESG) disclosure and directors need to take notice.Many investors are voicing concerns about the limited nonfinancial disclosure in companies’ annual reports and proxy disclosures, even for areas like material climate-re...
  • Shareholders Forced to Consider Social Good
    Issue: 2017 Fourth Quarter
    Environmental and social issues pick up steam this proxy season.By Thomas SingerA review of this year’s proxy season shows a continued upward trend in the volume of proposals on environmental and social (E&S) issues.In total, shareholders voted on more than 200 proposals on these iss...
  • ESG’s Knocking on the Boardroom Door
    Issue: 2017 Fourth Quarter
    Environmental, social and governance:Supporting the bottom line and the greater good.By April HallConocoPhillips Co. director Jody Freeman sees environmental, social and governance issues, or ESG, as part of the board’s key responsibilities and an essential part of strategic planning.“We play th...