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Big Investors' Short-Termism DrumbeatIssue: 2017 Second QuarterMany of the nation’s largest institutional investors—including BlackRock, Vanguard and State Street, among others—are increasing the pressure to get Corporate America to think more long term. To derail the short-termism freight train, a group of senior corporate governance heads from majo...
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Trump Tornado: Boards Cautiously Adapt to Changing WindsIssue: 2017 Second QuarterWhat boards should focus on—and ignore—in an uncertain regulatory environment.By Eve TahminciogluSince President Trump took office, boards have been bracing for a weather change in corporate governance.While many directors believe potential changes will be generally positive for Corporate Americ...
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Board Room Survival GuideIssue: 2017 Second QuarterHow Evelyn Dilsaver prepares for board meetings Evelyn Dilsaver's board meeting pre-planning is all about research, relationships and the occasional nut. Before every meeting she reads the board book and all related business documents from end to end, and sometimes reads them tw...
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Swinging the Pendulum Back to Long-Term ThinkingIssue: 2017 Second QuarterWould a product like Kevlar — DuPont’s light-weight, super-strong fiber used in body armor that has saved thousands of lives — get to the marketplace today?Research and development began in the mid-1960s on what became Kevlar; it wasn’t introduced until 1971. “No CEO in t...
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Essentials for the board-CFO relationshipIssue: 2017 First QuarterHaving worked with boards for many years, I considered the board, particularly the audit committee chair, to be a critical relationship, second only to that with the CEO. Since retiring, I’ve had the opportunity to speak with board members of various organizations, and I am often asked, “What qu...
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35 for 35Issue: 2017 First QuarterTo finish out not only this edition of the journal but also my 35 years as editor of Directors & Boards, I have selected 35 punchy observations about life in the boardroom that appeared in our pages during my time at the helm. (The position and affiliation of the authors are as of the time of pu...
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Five risk-related concerns boards and CEOs must manage in 2017Issue: 2017 First QuarterBoards and CEOs will have their hands full managing potential risks in the coming year. Some of those risks, like cybersecurity, are perennial issues that will increase in intensity and urgency. Others, like the fallout from a rapidly changing political landscape, are of more recent vintage. But all...
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M&A, activism and shareholder dynamics — what has changed and what’s ahead?Issue: 2017 First QuarterEvercore expects substantial activity in M&A, hostile activity and shareholder activism in 2017. Here’s what we expect to be the key drivers.M&A will increase significantly, driven by cash-funded deals: Recent surveys of leading U.S. executives indicate that over 75% expect to pursue M&...
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Should an activist be allowed to address the board?Issue: 2017 First QuarterThe communications role of the corporate board and its members in shareholder activism has long been a challenging one.Should the professional managers in the C-suite, appointed by the board and involved in the company’s affairs on a daily basis, be the sole communications channel with activists? ...
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There should be no desire for the CEO roleIssue: 2017 First QuarterAbsolutely nothing could be worse for the relationship between the nonexecutive chairman and the CEO, or more disruptive for the board, than a desire of the chairman to step into the CEO position.Does an acceptance of this criterion for the nonexecutive chairman role axiomatically eliminate former C...
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The Chairman: Who’s in charge around here?Issue: 2017 First QuarterThe chairperson of a corporate fiduciary board of directors generally leads the board meetings. Many see this person simply as the ceremonial head of the board. But besides presiding over Robert’s Rules of Order, what is the chairman or chairwoman’s real responsibility?Well, stated irrevocably, ...
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Making the best deal in 2017Issue: 2017 First QuarterWe all know board directors are subject to the duties of care. The issues a director will face during certain sale or merger transactions are subject to additional so-called Revlon duties to ensure that reasonable efforts are made to secure the highest price available. The carrying out of these duti...
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Panel on climate risk: It’s real, it’s material, it’s a board issueIssue: 2017 First QuarterEd Note: “The Climate-Competent Board” was the theme tackled by a panel of investors and other involved executives in corporate governance and environmental oversight that Charles Elson brought together in October 2016 under the auspices of the John L. Weinberg Center for Corporate Governance at...
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Climate change and the corporate board: Too hot not to handle?Issue: 2017 First QuarterThe board’s responsibility for considering climate change and its associated issues as it evaluates corporate performance and strategy has become increasingly more important to a significant number of investors and advocates. For this reason, among others, the pressure to adopt effective board ove...
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Getting to the head of the tableIssue: 2017 First QuarterFemale directors finally have at least one seat at the board table at most U.S. public companies, but women still are not routinely making it to the head of the table in the boardroom or the C-suite.The number of female directors at Fortune 500 companies has increased noticeably in the past decade t...
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Women in the boardroom: How far we have come. . . how far we still need to goIssue: 2017 First QuarterThe year was 2000: We were at the peak of the first Nasdaq 5000 era, and around the corner from the Enron and WorldCom scandals and, consequently, Sarbanes-Oxley. Corporate America’s boardrooms were overwhelmingly male; of all the directors on Fortune 500 company boards, only 11.7% were women.“S...
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Getting real about what it takes to secure a board seatIssue: 2017 First QuarterCollectively we currently sit on five corporate boards and six nonprofit boards, and bring over 42 years of governance experience to this conversation. As women executives and members of The Committee of 200 (C200), an invitation-only group of the world’s top female entrepreneurs and C-Suite execu...
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Why you need a chief digital officerIssue: 2017 First QuarterAlmost every part of business has been — or will be — transformed by technology. The stunning pace of digital innovation over the past 20 years or so has changed the way companies produce goods, gather and access information, and interact with their customers.Social media, mobile, analytics, clo...
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CEO onboarding: The board’s missed opportunityIssue: 2017 First QuarterA presumptive “Mission Accomplished”? Here’s an all-too-common situation. The board feels good about completing one of its most important duties: selecting the next CEO. Press releases announce the event, and during the first part of their crucial First 100 Days, the new CEO meets customers, e...
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Top 10 Topics for Directors in 2017Issue: 2017 First QuarterEd. Note: For several years now the Akin Gump law firm has produced an annual list of hot topics for the boardroom in the coming year. Here is its lineup for 2017:1. Corporate Strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new...