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  • Not Getting the Most Dynamic Directors?
    Issue: 2018 Annual Report
    By April Hall
    Start selling your company’s values, especially if you want younger directors.  When considering a board appointment, Tanuja Dehne looks for a board that promotes a strong culture and a company where she can have an impact on the business, one that focuses on more than just the bott...
  • Attracting the Right CEO
    Issue: 2018 Annual Report
    By Maureen Milford
    The board’s role in wooing top talent to the corner office. Following a massive cyber attack at credit-monitoring behemoth Equifax late last year, the company’s long-time CEO retired, an interim chief was installed, and the search for his successor began.Given the public relations fall...
  • Directors to Watch: Progress of diversity in the boardroom continues to drive debate
    Issue: 2018 Annual Report
    By Scott Chase
    The competition for talent may drive diversity in the workforce and the boardroom.That was the assertion by Deborah DeHaas, vice chairman and national managing partner for the Center for Board Effectiveness at Deloitte, who spoke in May at the Private Company Governance Summit (PCGS), an event that ...
  • Director Data 2nd Quarter 2018
    Issue: 2018 Second Quarter
    By Directors and Boards
    Link here for the report. Link to the report here.Link to the report.                                                                &n...
  • My Board Journey: Jay Hoag
    By Eve Tahmincioglu
    Director, Electronic Arts, Netflix, Prodege (parent company of Swagbucks), TripAdvisor, VICE Media, and Zillow. Founding general partner at TCV, a leading provider of capital to growth-stage private and public companies in the technology industry. You’ve said, “Investing in technology and w...
  • Transform Your Pay Program to Transform Your Business
    Issue: 2018 Second Quarter
    By Mark Emanuel and Kevin Anglim
    Redesigning pay bolsters growth.As the imperative for business transformation grows, so grows the need for redesigning executive pay.In one interesting case, a global industrial manufacturer faced both types of transformation in a single decade. At the start of the decade, it faced severe financial ...
  • Prepping the Board For Proxy Season
    Issue: 2018 Second Quarter
    By Stephen L. Brown
    Questions that should be on the agenda.With the 2018 proxy season in full swing, directors should be prepared to discuss and, as needed, respond to questions about board oversight on topics of importance to the company’s major investors.Several high-level themes related to board operations and boa...
  • Lawsuits & Board Liability
    Issue: 2018 Second Quarter
    By Doug Raymond
    Company policies to cover related costs can curb the hit to directors’ wallets.Directors — and particularly directors of public companies — are frequently sued. When misfortune strikes, the directors typically are the first targets of the ensuing investigations and lawsuits. In the past year, ...
  • Uncle Sam’s Tax Gift Basket
    Issue: 2018 Second Quarter
    By Maureen Milford
    How boards can capitalize on the bonanza, avoid the traps.The sweeping rewrite of the tax code in late 2017 is set to bestow a bonanza on U.S. corporations. Part of the gift basket from Uncle Sam is the biggest cut in the top corporate tax rate in U.S. history, slashed from 35% to 21%. Other si...
  • Three CIO Communication Mistakes
    Issue: 2018 Second Quarter
    By Betsy Atkins and Terence Stacey
    What boards should focus on when working with tech leaders.The dialogue between corporate chief information officers and the boards of directors can be both enlightening and frustrating — often at the same time. The two of us have seen many boardroom discussions from both sides of the table and wh...
  • TOP OF MIND: What directors are thinking
    By Directors and Boards
    ROY DUNBAR, DIRECTOR: Humana Inc., Johnson Controls PLC, and SiteOne Landscape SupplyWe are in interesting times where M&A activity is favored by a rare combination of factors.These include companies having attractive currency both in cash and value of their stock, windfall earnings from the 201...
  • SURVIVAL GUIDE: How Ann MacDougall prepares for board meetings
    Issue: 2018 Second Quarter
    By April Hall
    Ann MacDougall: Director, Opiant Pharmaceuticals, Inc., and Atmos XRThe board of Opiant Pharmaceuticals has three to four in-person meetings a year, but there are also monthly calls and “out of schedule” meetings on particular topics given the opioid crisis, says Ann MacDougall, who chairs the c...
  • The Boycott Tweet
    Issue: 2018 Second Quarter
    By Directors and Boards
    A Twitter spat between a cable news provocateur and a school shooting victim over college rejections doesn’t seem like something that could embroil some of the nation’s biggest corporations, but that’s just what happened late last month.David Hogg — one of the Parkland Florida high school st...
  • CEO Pay: Gravity-defying
    Issue: 2018 Second Quarter
    By Robert H. Rock
    Every four to five years I comment in my Directors & Boards Publisher’s Letter on top management pay, which can be mystifying.My father, Dr. Milton L. Rock, who passed away this winter a month short of his 97th birthday, was instrumental in the professionalization of the field of human resourc...
  • The Business Case for Clawbacks
    Issue: 2018 Second Quarter
    By Kathryn Neel, Seymour Burchman, and Olivia Voorhis
    In the world of corporate governance, a string of recent corporate scandals has highlighted the criticality of effective risk management and the potential financial and reputational harm that can result from inappropriate actions or ineffective oversight (see Figure 1).The executives of these compan...
  • The CEO Pay Seesaw
    Issue: 2018 Second Quarter
    By Eve Tahmincioglu
    Balancing CEO comp satisfaction, pay ratio disclosure fallout, and intensifying scrutiny over big and inequitable paychecks.Few boards would appreciate the recent national headline on Time.com: “This CEO Makes 900 Times More Than His Typical Employee.”The story focused on Marathon Petroleum’s ...
  • A Social-Risk Tipping Point?
    Issue: 2018 Second Quarter
    By April Hall
    Directors must weigh risks involved with joining social-outrage campaignsIn a political climate where public opinion can turn on a dime, boards of directors need to consider a new business risk – “social risk.” Case in point, Delta Air Lines. After discontinuing its one-time discount to Nation...
  • Have Guns Become Weapons of Value Destruction?
    Issue: 2018 Second Quarter
    By Jan Alexander
    Large investment firms have leaders at gunmakers, retailers, etc., in their sights.“We share the nation’s grief over the in comprehensible and senseless loss of life at Parkland, Florida, and we share the desire to make our communities safer,” reads a letter that American Outdoor Brands Chairm...
  • Tribute to Geraldine Ferraro, businesswoman
    Issue: 2011 Third Quarter
    By Dr. Dee Soder
    Ed. Note: Geraldine Ferraro, the Democratic Party nominee for Vice President in 1984 and the first woman to appear on the Presidential ballot for a major political party, died in March 2011 at the age of 75. When not holding public office or running for a political seat she had a thriving set of inv...
  • View A Sample Issue (pdf)
    By Directors and Boards
    Download a sample .pdf of Directors & Boards Magazine.  (Note 10 meg file size.)  ...