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  • Butterflies in New Mexico
    Issue: 2020 Second Quarter
    By Norman R. Augustine
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.During my decade as a CEO of w...
  • Boards in the Time of Crisis
    Issue: 2020 Second Quarter
    By Scott Chase and David Shaw
    The unfolding COVID-19 crisis is very much like watching 9/11 happen in slow motion. We know it’s bad, and that it will get worse, but we have no clear indication of when we will reach the apex of the crisis and can begin to recover. We hope that by the time this issue of Directors & Boards ar...
  • What COVID-19 Means for Public Companies
    Issue: 2020 Second Quarter
    By Laura D. Richman and Michael L. Hermsen
    COVID-19 has raised a number of issues specific to public companies that file reports with the U.S. Securities and Exchange Commission (SEC). These matters include the application of SEC disclosure requirements to the COVID-19 situation, logistics for upcoming shareholder meetings and administrative...
  • Meeting Safely, Legally
    Issue: 2020 Second Quarter
    By Beth Braverman
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.Most public companies have his...
  • Anticipating the Unanticipated
    Issue: 2020 Second Quarter
    By Doug Raymond
    As we have been painfully reminded by recent events, life can come at you fast, and systemic shocks and unanticipated challenges will stress even the best-organized companies. As individuals, families and businesses have struggled to respond to the COVID-19 pandemic, many boards of directors have be...
  • Climate Change: Five Considerations for Boards
    Issue: 2020 Second Quarter
    By Susan M. Angele
    Climate change is no longer abstract. Phenomena including raging wildfires in Australia and increasingly frequent “100-year” storms have proved that the impact on supply chains is real, and the potential long-term scenarios range from concerning to apocalyptic.Environment-related risks ranked as...
  • Coronavirus and Compensation
    Issue: 2020 Second Quarter
    By John Borneman, Blair Jones and Kathryn Neel
    The sudden acceleration of the COVID-19 pandemic, with substantial economic damage to many industries, has companies scrambling to respond. The priorities, obviously, are to protect employees’ health, first and foremost, and to manage the risk to the business. But after taking those steps, some co...
  • Meeting the Challenge
    Issue: 2020 Second Quarter
    By Robert H. Rock
    Life has drastically changed for all of us, with a tectonic shift in how we live and breathe. We at Directors & Boards are committed to help you navigate through this unprecedented crisis and guide you toward a revived and renewed future.In this time of war, boards of directors need to demonstra...
  • After Coronavirus
    Issue: 2020 Second Quarter
    By David Shaw
    Last year, Directors & Boards devoted its attention to the rising focus on environmental, social and governance issues (ESG) from institutional investors and others, culminating in our Character of the Corporation event last November. While much of the discussion surrounding ESG was illuminating...
  • Leadership in Recovery
    Issue: 2020 Second Quarter
    By April Hall
    What an interesting time to be a leader, to say the least. I hope beyond hope that the curve of COVID-19 infections has flattened by the time you read this. But we really don’t know when that will happen, and such uncertainty makes leadership particularly difficult.By the beginning of April, we’...
  • ‘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...