• “Purpose Debate”: Time to Tune, Not to Reinvent
    Issue: 2019 Fourth Quarter
    Pay plan design doesn’t need an overhaul for a stakeholder approach.By Barry SullivanThe more things change, the more they stay the same. You could say that about the recent Business Roundtable’s announcement that the purpose of companies is to serve all stakeholders.Albeit hugely symbolic in si...
  • Amid “Purpose” Debate, Reassess Engagement
    Issue: 2019 Fourth Quarter
    Directors need to bolster transparency, scrutinize company political spending.By Stephen L. BrownIn light of the renewed debate around corporate purpose, companies and boards may want to reassess their engagement and outreach plans for 2020.The debate around purpose was reignited by the August publi...
  • The Revolving Door From Government to the Boardroom
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu and Barbara Wenger
    6% of corporate board appointments this year have gone to political leaders, and a heightened political environment has intensified scrutiny. In May, news broke that former White House chief of staff John Kelly joined the board of Caliburn International Corp., the company that operates one of t...
  • Board Political Balance
    Issue: 2019 Fourth Quarter
    By April Hall
    Do you need directors from across the political spectrum? Salesforce CEO Marc Benioff, a liberal, and former secretary of state Gen. Colin Powell, a conservative, have been working together for years on community projects including installing computers in public schools. In 2014, Powell joined ...
  • Corporate Activism
    Issue: 2019 Fourth Quarter
    A case study of GE’s stand on bathroom bills and lessons learned.A political stand on LGBTQ rights by GE five years ago met with acclaim in many quarters but also led to criticism from some legislators and to a contentious proposal at an the company’s annual meeting claiming strategic hypocrisy....
  • Guns and the Boardroom
    Issue: 2019 Fourth Quarter
    By Jan Alexander
    Why directors can’t sidestep the gun-control debate.Keith Mestrich, the CEO and president of Amalgamated Bank in New York as well as a board member, is no stranger to the gun safety debate.Amalgamated has been a mission-driven bank since its founding in the 1920s, and support for gun control is pa...
  • Drowning in Politics
    Issue: 2019 Fourth Quarter
    By Maureen Milford
    Historically, corporate leaders have had to navigate through political waters. A look back may provide a way forward for directors.Facebook chairman Mark Zuckerberg thought he was speaking privately to company employees at an internal all-hands meeting in July when he railed against a plan backed by...
  • Politics and the Board
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    From guns to the impending 2020 elections, boards are plodding through political issues like never before.Whether directors like it or not, politics is increasingly on the boardroom table, and political issues and decisions made by corporate leaders are increasingly in a fishbowl of intense public s...
  • Shifting Leverage in Shareholder Votes
    Issue: 2019 Fourth Quarter
    By Doug Raymond
    Cross currents with shareholder access to company proxies.An incumbent director has powerful advantages in any election contest with a challenger. One of the most significant is that the incumbents’ nominations are included in the company’s proxy statement, and the proxy card that goes to all sh...
  • DIRECTORS TO WATCH: Diversity initiatives build up steam
    Issue: 2019 Fourth Quarter
    By Scott Chase
    Diversity — gender, racial, ethnic, age — appears on just about every list of key governance issues and concerns for public company boardrooms as we enter the third decade of the 21st century.But making the “top five” on lists isn’t the same as achieving broad consensus on importance and, ...
  • My Board Journey: Lou Miramontes, Director, Rite Aid Corp., Lithia Motors Inc., Oportun Financial Corp.
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    How did you choose the boards you serve and have served on? I was introduced to one of the boards by a search firm, I was referred to one board by a business colleague and a third board opportunity came from a prior business relationship. For each of the boards, I believed that my skills and experie...
  • 3 Advantages Boards Need to Know About Blockchain
    By Jay Schulman
    Blockchain will change the rules for middle-market companies. The technology creates immutable records, thereby reducing fraud risk, enabling smart contracts and digital currency, and streamlining processes for records, recall information and myriad transactions — across distances.In a fundamental...
  • Why You Should Add Women to the Board (Even When You Don’t Have to)
    By Jurgita Ashley
    Little is to be gained from adding women to the board purely for the sake of fulfilling a quota. That’s not the reason to wait. This is the case for not delaying to add the women who bring unique experiences and qualifications that align with the company’s current needs and, in turn, can enhance...
  • The Board’s Role in Cultivating an Inclusive Culture
    Issue: 2019 Fourth Quarter
    “Just selecting a strong group of high-ranking executives doesn’t cut it,” say PwC and Ariel Investments chairmen.By Tim Ryan and John W. RogersMellody Hobson, co-CEO of Ariel Investments and vice-chair of the board at Starbucks and JPMorgan, has consistently talked about greater opportunities...
  • Sense of Purpose
    Issue: 2019 Third Quarter
    By Robert H. Rock
    On November 20 and 21 Directors & Boards is convening a select group of top public company board members, institutional shareholders, proxy advisors, judicial and governmental representatives and corporate governance thought leaders to discuss the changing character of the modern corporation.&nb...
  • What Directors are Thinking: Raj L. Gupta, DIRECTOR, Arconic Inc. and Dupont
    Issue: 2019 Third Quarter
    By Directors and Boards
    Chairman of Avantor Inc. and AptivFor over two decades, I have served on several public and private company boards spanning various industries and sizes. I have developed a strong conviction that boards and C-suites of public companies can learn a lot from private equity companies. I also believe th...
  • Indemnification Holes After a Company is Sold
    Issue: 2019 Third Quarter
    By Doug Raymond
    Can a buyer cancel insurance, or amend bylaws after a sale?A good directors & officers insurance policy frequently is the first and best line of defense. But what happens to these layered protections when the company is sold? Can the buyer cancel the insurance and amend the bylaws?A recent Delaw...
  • Compensation Impacts Culture
    Issue: 2019 Third Quarter
    By Katherine Barrall and Kathryn Neel
    Time to take stock of executive pay and perks programs.Leadership and tone at the top are obvious corporate culture influencers. What might be less obvious is how decisions on compensation structure shape, steer and promote corporate culture.Compensation committees are increasingly discussing how th...
  • Crisis Management
    Issue: 2019 Third Quarter
    By Jose R. Rodriguez
    Making it safe for people to do the right thing.Crisis prevention has taken on greater urgency for management and boards as corporate crises, frequently self-inflicted, continue to make headlines. The deep and long-lasting reputational impact of self-inflicted crises — product quality, worker safe...
  • Human Capitalism
    Issue: 2019 Third Quarter
    By David Shaw
    When the going gets tough, how important will those stakeholders really be?At the heart of the discussion surrounding environmental, social and governance issues (ESG) is the extreme tension between the short and the long term. Much of the reaction to The Business Roundtable’s “new” Statement ...