• 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%...
  • Trends in Board Recruitment
    Issue: 2016 Fourth Quarter
    By David Shaw
    The recent presidential election has created potential changes in the nature of board service, especially on the regulatory front.  But a few things won’t change in terms of recruiting for new board positions.  These include the drive toward increasing diversity on public company boards,...
  • Put an economist on your board
    Issue: 2016 Fourth Quarter
    By Robert C. Fry Jr.
    In my 30 years as a corporate economist, I often spoke to the boards of directors of my employer and its major customers. In retrospect, I think I could have helped those boards more as a member of the board than as a guest speaker. I’m not unique in that regard. Economists have knowledge and skil...
  • Past is prelude
    Issue: 2016 Fourth Quarter
    By Blair Jones
    If you’re a director, you can be excused for seeing the last 40 years of board history as a relentless chronology of regulatory growth. A key result has been more work and more personal risk — along with more worry about how outsiders view every move.But what if we take a contrary view? What if ...
  • Prevention is key to crisis readiness
    Issue: 2016 Fourth Quarter
    By Jose R. Rodriguez
    Crisis readiness has taken on increased importance and urgency for boards and management teams.Product recalls, data breaches, government investigations, health scares, natural disasters, terrorist events, ailing business leaders, and more. The potential crises that can befall companies at any momen...
  • Corporate governance is personal
    Issue: 2016 Fourth Quarter
    By Doug Raymond
    Sarbanes-Oxley, Dodd-Frank, the explosion of litigation against directors and a myriad of other factors have added substantially to the obligations of boards of directors since this journal first began publication. These trends have been reported in these pages effectively and pragmatically over the...