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  • TOP OF MIND: What directors are thinking
    Issue: 2017 Second Quarter
    By Kelly McCarthy
    JOSHUA RAMO, DIRECTOR: Starbucks Corp. and FedEx Corp.“For a couple of decades, globalization looked unstoppable. And a lot of businesses built their future on that assumption. The world has changed. The easy phase of linking the world together is over now, and a sense of growing crisis is running...
  • 'Home, Sweet Home'
    Issue: 2017 Fourth Quarter
    By Robert H. Rock
    As I have done for the past 25 years, I delivered a “Thanksgiving Day Address” in November. Thanksgiving is America’s secular holiday that glorifies our nation as a land of opportunity, of sharing, of plenty. This year my Thanksgiving address focused on “home.” In particular, I examined th...
  • Visible Diversity
    Issue: 2017 Fourth Quarter
    By David Shaw
    A conversation with Equilar’s David Chun.This issue features our first Directors to Watch focused on ethnic diversity or, more specifically, directors of color (see page 40). For more than a decade, we’ve annually featured rising and accomplished women directors. My colleague Scott Chase has spe...
  • My Board Journey: Sandra Price
    Issue: 2017 Fourth Quarter
    By Eve Tahmincioglu
    Director, Great Plains Energy. And Senior vice president of human resources, Sprint Corporation What attracted you to Great Plains Energy’s board?Great Plains Energy (NYSE:GXP) is the holding company of Kansas City Power & Light Company (KCP&L) and KCP&L Greater Missouri Oper...
  • Four Approaches of “Superaccelerator” Boards
    Issue: 2017 Fourth Quarter
    By Bonnie W. Gwin, Andrew LeSueur, and Jeff Sanders
    Fast-growing companies provide governance formulas for accelerating value.It’s no secret that consistently fast-growing companies such as Apple and Google’s parent company, Alphabet, operate differently than other companies. But do they govern themselves differently?Research our firm conducted s...
  • A High Risk, High Reward Pay Orientation
    Issue: 2017 Fourth Quarter
    Can an aggressive pay-for-performance reorientation help businesses meet goals?By Stephen Charlebois, Michael Haimson and Rachel BenderA financial services firm with revenues in excess of $1 billion utilized a price-vested options approach with rigorous goals to align with the company’s high-growt...
  • Connecting ESG, Strategy and Long-Term Performance
    Issue: 2017 Fourth Quarter
    By Dennis T. Whalen
    Bolstering public capital markets and cybersecurity are expected to be key priorities. Investors continue to elevate environmental, social and governance (ESG) issues on their agendas as a key to long-term value creation. Yet, for many companies and their boards, ESG remains peripheral to corpo...
  • Measuring Impact in the Boardroom
    Issue: 2017 Fourth Quarter
    By Doug Raymond
    B Corps setting the standard for measuring SRI.Over the past decade, there has been a significant change in the way companies, investors and consumers think about the broader role business plays in society.The proposition is gaining acceptance that businesses should provide a benefit to more than th...
  • Snap’s Not Looking to Chat With Shareholders
    Issue: 2017 Fourth Quarter
    By Charles Elson and Craig K. Ferrere
    How the parent of mobile-messaging app SnapChat's new stock structure will undermine investors, corporate governance and the courts.  Increasingly, company founders have been opting to shore up control by creating stock ownership structures that undercut shareholder voting power, where onl...
  • Activist Activity
    Issue: 2017 Fourth Quarter
    By Kelly McCarthy
    Procter & Gamble Co.Initially it looked like Procter & Gamble Co. (P&G) shareholders rejected Trian Fund Management LP’s bid to put activist investor Nelson Peltz on the consumer products company board despite support from the top three shareholder advisory firms — Egan-Jones Ratings...
  • Fending Off Well-Funded Activist Moves
    Issue: 2017 Fourth Quarter
    By Maureen Milford
    Lessons learned from DuPont, P&G.Nelson Peltz doesn’t like to be ignored.The activist investor made that clear in 2015 when his Trian Group launched a proxy war with DuPont Co.During the battle, Peltz complained of repeated rebuffs by then-CEO Ellen Kullman when Trian attempted to discuss prop...
  • Directors To Watch: Racial and Ethnic Diversity
    Issue: 2017 Fourth Quarter
    By Scott Chase
    Board diversity efforts continue despite pushback from some quarters.Racial and ethnic diversity in the boardroom doesn’t get as much attention as gender, but there’s a growing movement to focus more on these groups.But as with nearly every movement, there’s always some sort of pushback and th...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Third Quarter
    By Eve Tahmincioglu
    GABRIELLE SULZBERGER, DIRECTOR:Teva Pharmaceuticals, Brixmor Property Group.Former board chair for Whole Foods“The importance of strategic board refreshment is not only a topic in boardrooms, but is clearly, and appropriately, top of our mind for our shareholder constituencies as well. “One...
  • My Board Journey: JULIE CULLIVAN
    Issue: 2017 Third Quarter
    By Eve Tahmincioglu
    Cullivan is a senior vice president for business operations and CIO at ForeScout Technologies, Inc. Director for Axon.What interested you in joining Axon’s board?When I got the opportunity to interview for the board position, it quickly became apparent that to deliver on its people-based mission, ...
  • A Guide to Reading Your CEO’s Leadership Style
    Issue: 2017 Third Quarter
    By By Bonnie Gwin, Ryan Pastrovich and Jeff Sanders
    Despite strengths and weaknesses, there is no right or wrong.Directors today must be able to read CEOs as well or better than they read a profit-and-loss sheet. Many of the board’s most critical duties depend on it: CEO succession planning, performance review, compensation, development and selecti...
  • Executive Pay Decisions Ripple Throughout Companies
    Issue: 2017 Third Quarter
    By By Margaret Hylas and Barry Sullivan
    Compensation committees need to consider impact on all employees.A mid-sized consumer products company introduced a relative total shareholder return (TSR) measure to its long-term incentive program. The company had an "all-for-one, and one-for-all" culture, so all managers in the organization carri...
  • Time for Introspection in the Boardroom
    Issue: 2017 Third Quarter
    By Dennis T. Whalen
    The challenges and opportunities posed by business-model disruption, environmental, social, and governance issues (ESG), corporate culture, investor scrutiny, regulatory demands, cyber risk and more are reshaping the business and risk landscape and adding to already heavy board agendas.As demands on...
  • Political Pressure Builds for Companies to Increase Board Diversity
    By Doug Raymond
    Is the check-the-box approach to board diversity a push in the right direction?The New York City Comptroller Scott Stringer, together with New York City pension funds, launched its Boardroom Accountability Project in 2014, and it’s been reasonably successful.Now Stringer has his sights on boardroo...
  • A Tech-Capable Board
    Issue: 2017 Third Quarter
    By Robert H. Rock
     Why it's become an imperative.In today’s digital age, technology has become more important, demanding increasingly more of the board’s attention. As one of its key fiduciary responsibilities, a board must ensure that the company can survive and prosper in the digital age. Thus board member...
  • A Massive Gap in CEO Readiness
    Issue: 2017 Third Quarter
    By Caren Kenney
    What role can the board play?It’s rare to go a few days without reading about the latest chief executive officer debacle — where the leader at the helm is suddenly sidelined by an unexpected illness, unethical decision or personal indiscretion that is trending on social media within minutes of i...