• Women in the boardroom: How far we have come. . . how far we still need to go
    Issue: 2017 First Quarter
    By Susan Stautberg
    The 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...
  • Getting real about what it takes to secure a board seat
    Issue: 2017 First Quarter
    By Teresa Briggs, Valerie Harper and Linda Parker Hudson
    Collectively 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...
  • Why you need a chief digital officer
    Issue: 2017 First Quarter
    By Ted Bililies, Ph.D.
    Almost 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...
  • CEO onboarding: The board’s missed opportunity
    Issue: 2017 First Quarter
    By Mark Nadler and Peter Thies, Ph.D.
    A 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...
  • Top 10 Topics for Directors in 2017
    Issue: 2017 First Quarter
    By Jim Kristie
    Ed. 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...
  • You can’t know it all
    Issue: 2017 First Quarter
    By Jay W. Lorsch
    Early in 2009, members of the Harvard Business School faculty’s Corporate Governance Initiative met to discuss the impact of the economic crisis on corporate governance in general and on corporate boards in particular. We recognized the legitimacy of many issues raised by the media, the public, an...
  • Are expectations on board members too high?
    Issue: 2017 First Quarter
    By Jim Kristie
    Sixty percent of directors say that there is a gap between the expectations placed on boards and the reality of the board’s ability to oversee a company, according to the 2016 Global Board of Directors Survey, released from Professor Boris Groysberg and Yo-Jud Cheng of Harvard Business School, Spe...
  • Confused expectations
    Issue: 2017 First Quarter
    By Robert E. Denham
    Our objectives for corporate governance — what we want boards to do — should be based on the reality of what boards are capable of doing. To demand more from boards than they can provide, or to demand the wrong things from boards, will surely be counterproductive, at best wasting valuable resour...
  • Keeping your board relevant in 2017
    Issue: 2017 First Quarter
    By Mark Manoff
    Directors had a lot to navigate in 2016, from activist campaigns to new regulations to shocking geopolitical developments. I’m not making predictions for 2017, but I would like to provide a word of caution for boards: it’s not going to get any easier.While boards face a plethora of issues and ri...
  • Danger: Board of director overreach
    Issue: 2017 First Quarter
    By Robert Barker and Patrick Dailey
    Is the governance principle of “noses in, fingers out” becoming archaic — deliberately or inadvertently?The pressure from regulators, activist investors, public interest groups and academics are pushing directors to be more than “fiduciary directors” — i.e., directors who focus on using ...
  • Considerations in issuing retention grants
    Issue: 2017 First Quarter
    By Jennifer Kades and Roger Brossy
    To issue a retention grant or not? And how generously? Have you struggled with these questions recently?You should have, and for good reasons: the loss of key officers can shake investor confidence, and worse, jeopardize the execution of a company’s strategy and ability to perform. Retention grant...
  • On the 2017 audit committee agenda
    Issue: 2017 First Quarter
    By Jose R. Rodriguez
    Financial reporting, compliance, and the risk and internal control environment will continue to be put to the test in 2017 by slow growth and economic uncertainty, technology advances and business model disruption, cyber risk, greater regulatory scrutiny, and investor demands for transparency, as we...
  • Director independence after Zynga
    Issue: 2017 First Quarter
    By Doug Raymond
    The Delaware courts have seen many cases challenging transactions between a corporation and one or more directors or significant shareholders. More often than not, these transactions create conflicts of interest, as the interests of the director or shareholder diverge from those of the corporation. ...
  • What I learned
    Issue: 2017 First Quarter
    By Jim Kristie
    This is my final issue of Directors & Boards. After 40 years as a journalist-editor, including the past 35 years at the helm of this journal, I am heading off to retirement. This last Editor’s Note seems like a proper moment to reflect on some of the major pointers that I have picked up along ...
  • Thank You
    Issue: 2017 First Quarter
    By Bob Rock
    ‘Hey Jim . . . Yo Bob” is how I have begun many days at work. With these greetings, Jim Kristie and I kicked off the day, which was often punctuated with several impromptu conversations about Directors & Boards as well as a wide range of topics including politics, sports, and philosophy.Ther...
  • Cyber Responsibility Officially Reaches the Board
    By Judy Selby and Amy Rojik
    Cybersecurity regulations are intensifying.A new proposed cybersecurity regulation promulgated by New York's Department of Financial Services (DFS), which generally applies to financial institutions that do business in New York and is expected to go into effect on March 1, 2017, is groundbreaking in...
  • 10 Pivots Boards Must Make in 2017
    By WomenCorporateDirectors
    During a recent WCD Americas Institute in Miami, bringing together top women business leaders from around the world, directors shared their key concerns for the coming year, and how their companies must pivot to prepare themselves.   10 Boardroom Pivots for 2017 1. Leveraging local ta...
  • Reputational Risk: Communicating the Importance of Principled Behavior
    By Chuck Saia
      [This is part three in a three-part series.  See the other two articles:  Reputational Risk: Using (Un)common Sense to Gain a Competitive Edge and Reputational Risk: With Ownership Comes Great Responsibility.] Corporate culture is under a microscope. The scrutiny focu...
  • On Donald Trump and Deciding . . . and Re-Deciding
    By Kenneth R. Brousseau, Ph.D.
    If President-Elect Donald Trump’s post-election decision-making style has you puzzled, you’re not alone. Is he completely impulsive? What about the mean-what-I-say candidate we saw during the campaign? Behavioral science may offer some clues as to what we may expect from the incoming Decider in ...
  • Three Ways to Start Building Board Diversity
    Issue: 2016 Fourth Quarter
    By Dan Marcec
    Corporate stakeholders are calling for more diversity on boards, and although the commitment to diversity is there for many in word, in deed there has been slow progress. For example, women accounted for 21.3% of S&P 500 board seats in 2016, according to Equilar data. Furthermore, just 7.6%...