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  • My Board Journey: Stephanie Hill, Vice President and General Manager of Lockheed Martin’s Cyber, Ships & Advanced Technologies. She was appointed to the S&P Global board
    Issue: 2017 Second Quarter
    By April Hall
    What interested you about S&P Global?As an engineer, I was especially inspired by the way the organization leverages data and analytics to help make information useful. At Lockheed Martin, we’re focused on engineering a better tomorrow; I see S&P Global as a company that helps people make ...
  • My Board Journey: Gary Rodkin, retired CEO of ConAgra Foods. He was appointed to the McCormick & Company, Inc., board
    Issue: 2017 Second Quarter
    By April Hall
    What interested you about McCormick?McCormick is a great company that I’ve been familiar with for many years across my career — as a supplier, a customer and a competitor. I knew and respected the two previous CEOs/chairmen — Bob Lawless and Alan Wilson — from industry associations. And fina...
  • My Board Journey: John J. Brennan, Chairman Emeritus and Senior Advisor of The Vanguard Group, Inc. He was elected to American Express’ board
    Issue: 2017 Second Quarter
    By April Hall
     What drew you to the American Express Board of Directors?There were several things that encouraged me to consider joining the Amex board; I’ll mention two. First, it is a truly exceptional company with excellent governance practices. Second, the company has an outstanding leader and leadersh...
  • A Customer-Focused Approach Can Curb Short-Termism
    Issue: 2017 Second Quarter
    By Sheila Hooda
    Companies like Amazon, Southwest Airlines and Costco define long-term business successand financial returns primarily based upon customer metrics.Amazon, the fifth most valuable firm in the world with a market cap of $400 billion, has a singular focus on the customer — with metrics like customer g...
  • Short-Termism: Good Until It Goes Bad
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    There are days James Pethokoukis, a scholar at the conservative think tank American Enterprise Institute, isn’t quite sure short-termism is the problem.“When you talk to companies they feel a lot of shareholder pressure to focus on quarterly returns,” he explains. “A lot of companies would r...
  • Big Investors' Short-Termism Drumbeat
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    Many 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...
  • Trump Tornado: Boards Cautiously Adapt to Changing Winds
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    What 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...
  • Board Room Survival Guide
    Issue: 2017 Second Quarter
    By Eve Tahmincioglu
    How 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...
  • Swinging the Pendulum Back to Long-Term Thinking
    Issue: 2017 Second Quarter
    By Maureen Milford
     Would 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...
  • Essentials for the board-CFO relationship
    Issue: 2017 First Quarter
    By Charles Holley
    Having 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...
  • 35 for 35
    Issue: 2017 First Quarter
    By Jim Kristie
    To 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...
  • Five risk-related concerns boards and CEOs must manage in 2017
    Issue: 2017 First Quarter
    By Theodore L. Dysart and Katie Graham Shannon
    Boards 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...
  • M&A, activism and shareholder dynamics — what has changed and what’s ahead?
    Issue: 2017 First Quarter
    By Bill Anderson and Amy Lissauer
    Evercore 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&...
  • Should an activist be allowed to address the board?
    Issue: 2017 First Quarter
    By Jeremy Jacobs
    The 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? ...
  • There should be no desire for the CEO role
    Issue: 2017 First Quarter
    By Henry D. Wolfe
    Absolutely 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...
  • The Chairman: Who’s in charge around here?
    Issue: 2017 First Quarter
    By Dennis Cagan
    The 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, ...
  • Making the best deal in 2017
    Issue: 2017 First Quarter
    By Betsy Atkins
    We 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...
  • Panel on climate risk: It’s real, it’s material, it’s a board issue
    Issue: 2017 First Quarter
    By Jim Kristie
    Ed 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...
  • Climate change and the corporate board: Too hot not to handle?
    Issue: 2017 First Quarter
    By Charles M. Elson and Nicholas J. Goossen
    The 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...
  • Getting to the head of the table
    Issue: 2017 First Quarter
    By Melissa Sawyer
    Female 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...