• The Runaway CEO Gravy Train
    Issue: 2019 Annual Report
    By Robert H. Rock
    Forty years ago, Directors & Boards posited the question, “Is Any CEO Worth $1 Million?” Today, almost all CEOs are apparently worth $1 million — often $1 million a month!As our nation struggles to come to grips with income inequality, wealth disparity and social injustice, corporate bosse...
  • Weighing ESG Against Directors’ Fiduciary Duty
    Issue: 2019 Annual Report
    By Doug Raymond
    A focus on environmental, social and governance benefits should be framed by the lens of business benefits.The directors of a Delaware corporation have a fiduciary duty to manage the corporation, in good faith, in the best interests of the stockholders. Under Delaware law, this means, in  ...
  • Investor Engagement & Sustainable Investing
    Issue: 2019 Annual Report
    By Michael Baldinger
    Too Important to Ignore.Applying ESG — environmental, social and corporate governance criteria — to investing decisions is no longer a niche, it’s mainstream. Many of the world’s largest asset owners are now leading the sustainable investing movement, developing increasingly sophisticated ap...
  • Getting More Diverse Voices to the Board Table
    Issue: 2019 Annual Report
    By Denielle Pemberton-Heard
    Can the environmental, social and governance movement finally usher in change?The environmental, social and governance movement feels more radical today than the well-intended social-good phenomenon that the current U.S. corporate leadership remembers from the 1980s, (i.e. anti-apartheid divestment ...
  • Gender Diversity in the Boardroom
    Issue: 2019 Annual Report
    By Scott Chase
    Law firms, investors and watchdogs keep the heat on.“Board diversity and expanding the pool” are among the top issues that companies are being called upon to prioritize, according to a recent memo from the law firm Wachtell, Lipton, Rosen & Katz titled “Board Development and Director Succe...
  • The New “New Paradigm”
    Issue: 2019 Annual Report
    By Martin Lipton
    Fighting short-termism by embracing purpose and all stakeholders.By Martin LiptonAt the request of the World Economic Forum, together with a team of my Wachtell Lipton colleagues, I prepared “The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership between Corporations and Inve...
  • Investor Capitalism Prevailed: Now What for Long-Termism?
    Issue: 2019 Annual Report
    By Michael Useem
    Institutional investors need to continue pushing for board leadership.It has been a quiet revolution.In the old days, circa 1950, small holders, our parents and their parents, owned most of America’s largest publicly traded companies. Now, some 70 years later, they have been replaced by the great ...
  • Achieving Gender Parity on Boards
    Issue: 2019 Annual Report
    By Janice Ellig and Carolyn Carter
    Corporate leaders who have paved the way share their insights and strategies.Corporate leaders spearheading gender parity in the boardroom can provide a window into how to achieve what many see as unachievable.These companies are in a unique group of nearly 325 with 30% or more women on their boards...
  • Forcing ESG
    Issue: 2019 Annual Report
    By Maureen Milford
    From holding CEOs accountable to mandating women on boards, some policymakers want to mandate that corporations do good.For the first time since the Great Depression, companies are vulnerable to a range of proposed legislation that attempts to rein in what some believe are freewheeling behaviors all...
  • Investors Want More Human Capital Oversight
    Issue: 2019 Annual Report
    By Blair Jones
    Time for directors to oversee “the most important asset.”Directors are questioning whether they should be exercising more oversight of human resources management, and that’s leading to changes in the boardroom.At Caterpillar Inc., the board now has a compensation and human resources committee....
  • SEC Chief Takes on Short-Termism and ESG
    Issue: 2019 Annual Report
    By Eve Tahmincioglu
    Chairman Jay Clayton wants to bolster long-termism by streamlining reporting requirements, and his agency is evaluating new human-capital risk disclosures.The decline of long-term thinking “bothers” Jay Clayton, the chairman of the Securities & Exchange Commission.It isn’t good for investo...
  • Corporate Governance at Mid-Market Companies
    By April Hall
    Survey finds most companies have independent chairs, and a rise in dual-class stock structuresA new survey of mid-market public companies sheds light on a host of corporate governance practices, from board size to stockholder activity.The study, by law firm Benesch, looked at companies with market c...
  • Director Data Annual Report 2019
    By Directors and Boards
    Trends for the 2019 Proxy SeasonShareholder voting during 1,024 meetings held during the “mini-season” between July 1 and Dec. 31, 2018 provides a window into what’s in store for the 2019 proxy season. A total of 3,637 directors stood for election this past season — 143 of them failed to rec...
  • Elizabeth Warren’s Accountable Capitalism Act
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Delaware’s supreme court chief justice sees merit in calling for employee representation in the boardroom and ESG disclosure for all large companies — public and private. Last year, U.S. Sen. Elizabeth Warren, D-Mass., who is also running for president, introduced the Accountable Capitalism...
  • TOP OF MIND: What directors are thinking (James Lam, director, E*Trade & RiskLens)
    Issue: 2019 First Quarter
    Risk oversight has always been one of the most critical responsibilities for corporate directors. Today, organizations face global conflicts, economic uncertainties and disruptive technologies. In an environment often described as VUCA (volatile, uncertain, complex, and ambiguous), directors are ele...
  • Director Data Q2 2019
    Issue: 2019 Second Quarter
    By Directors and Boards
    Gender Diversity Progresses SlowlyIn 2018, 85% of large company boards across 44 countries had at least one woman among their directors. But women hold only 20.4% of all director seats, up from 13.6% six years ago.(Source: Egon Zehnder’s 2018 Global Board Diversity Tracker)Directors Are Talking En...
  • Avoiding a Punch in the Mouth
    Issue: 2019 Second Quarter
    By David Shaw
    Shifting some (or more) board focus to stakeholder interests sounds good in principle, but…Throughout this year, Directors & Boards is devoting space in every issue to discuss and analyze “The Character of the Corporation.” We’re looking at the corporation’s (and board’s) roles and r...
  • My Board Journey: JANET KERR, Director, La-Z-Boy, Inc., Tilly’s, Inc., AppFolio.
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Janet Kerr, Vice-Chancellor of Pepperdine University and Professor Emeritus of Law at Pepperdine University School of LawWhat was your first corporate board seat appointment and how did that come about?My first board was Carl’s Jr./Hardee’s. I was teaching corporate law at Pepperdine Univer...
  • Assessing Board Performance
    Issue: 2019 Second Quarter
    By Sabine Dembkowski and Lauren E. Smith
    The secret sauce is in focusing on director strengths and skills.The need for high-performing and accountable board leadership is ever-increasing as the complexities of the business environment continue to dramatically change. How can boards keep up and optimally operate in these dynamic and often v...
  • Comp Committees Should Broaden Tech-Ethics Scope
    Issue: 2019 Second Quarter
    By Stephen Charlebois and Ross Perry
    A Focus on AI and Machine Learning.Across all industries, technology has become a key driver of growth and profitability for many organizations. Old industrial companies have been replaced by those with a high-tech orientation as the world’s most valuable companies. Those with first-mover advantag...