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  • Directors’ Private Emails May Not Stay Private
    Issue: 2019 Second Quarter
    By Doug Raymond
    A recent Papa John’s ruling shines light on how electronic messages thought to be private could end up as evidence.A ruling delivered by an influential court in a case involving pizza chain Papa John’s International is a cautionary tale for directors who share board matters via personal email.Cl...
  • 5 Core Principles of AI Ethics
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    The UK provides an artificial intelligence code of ethics that could be a framework for countries around the globe.The UK government published a report last year on the ethics of artificial intelligence that many see as a strong framework for artificial intelligence (AI) adoption. A key recommendati...
  • Artificial Intelligence Oversight Risks
    Issue: 2019 Second Quarter
    By Rebecca Eisner and Brad Peterson
    Smart board level questions to ask about AI.Artificial intelligence, or “AI,” raises legal and ethical issues beyond those generally found in investments in technology. Due to the rapid growth in this area, the lack of standards for evaluation and oversight and the risks associated with AI use, ...
  • Time to Care About Machines Displacing Workers
    Issue: 2019 Second Quarter
    By Jan Alexander
    The environmental, social and governance movement is adding a “T” for technology.While at board meetings, Elaine Eisenman makes a point of having conversations with fellow directors about how to meet future human capital needs as technology changes and displaces jobs.“Massive layoffs are the b...
  • Top of Mind: Betsy Atkins, Director, Wynn Resorts, SL Green Realty Corp., Volvo and Covetrus
    Issue: 2019 Second Quarter
    By Directors and Boards
    U.S. corporate governance movements have had a history of following some of the very positive innovations that have come out of the UK and Europe. For example, boardroom gender diversity is a movement that started in Europe (Scandinavia) and we see how it’s now influenced us here in the U.S. in a ...
  • How Patrick Kinsella prepares for board meetings: Director, PennyMac Financial Services, Wrap Technologies
    Issue: 2019 Second Quarter
    By April Hall
    Open discussions outside the boardroom are the most important part of Patrick Kinsella’s board service.“I’m really big on the informal dialog, so I go out and meet with the director of internal audits for an hour, hour and a half. I have a dialog or meet with the CFO, the person in charge of e...
  • Are Tech Ethics Too Complex for the Board?
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Last year, I interviewed Kai-Fu Lee, the former head of Google China and the author of AI Superpowers: China, Silicon Valley and the New World Order, and since then I’ve been thinking about what role directors should play when it comes to the ethics behind adopting innovation.Lee offered advice fo...
  • Capitalism’s Success: Creating Jobs
    Issue: 2019 Second Quarter
    By Robert H. Rock
    Are we heading towards socialism? Listening to the rants and raves coming from the campaign trail you might think so. With calls for “The Green New Deal,” “Medicare for All” and “Accountable Capitalism,” congressional Democrats have put forward proposals for greater government authority ...
  • The Board’s Role in Setting Up AI’s Ethical ‘Guardrails’
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boardroom discussions on artificial intelligence and machine learning’s impact on humanity need to be fast-tracked.Whenever there are discussions in the boardroom about artificial intelligence (AI) and how the technology may fit in the company’s strategy, Linda Goodspeed likes to bring up t...
  • Boards Can Balance Profit & Social Purpose
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Influential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.The continued undervaluing of employees has brought corporate America to a precipice, and in order to keep the economic system fr...
  • First Principles of Executive Pay: Setting Effective Performance Goals
    Issue: 2019 First Quarter
    By John Borneman
    Nearly all companies have the same philosophy for their executive compensation plans. The goal is to create incentives that drive the creation of value for shareholders and then align the pay for the executives with their performance against goals that will achieve this objective. While this id...
  • Designating Courts for Shareholder Lawsuits is on the Rise
    Issue: 2019 First Quarter
    By Doug Raymond
    Exclusive forum provisions, however, are under growing scrutiny.Requirements adopted to force suits against companies be filed only in certain courts, while a growing trend, face legal scrutiny depending on whether the case involves internal or external issues.Two recent examples should be on the bo...
  • Influential Corporate Law Judge Discusses ESG (Exclusive Video)
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boards Can Balance Profit & Social PurposeInfluential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.In this exclusive video interview with Delaware Supreme Court Chief Justice Strine,...
  • Survival Guide: How Marcy Syms prepares for board meetings
    Issue: 2019 First Quarter
    By Directors and Boards
    Marcy Syms: Director, Rite Aid; Benco Dental; ERA Coalition; NPR Foundation; Women’s Forum of New YorkMarcy Syms goes into board meetings with one thing on her mind — profitability. Not only profitability for shareholders, but for all stakeholders. She considers this the difference between short...
  • 2019 Focus Areas for Boards
    Issue: 2019 First Quarter
    By Directors and Boards
    Time for reinvention, especially audit committees.Board agendas should continue to evolve in 2019. The game-changing implications of technology/digital innovation, scrutiny of corporate culture, growing demands to address environmental and social issues, and investor expectations for greater board e...
  • Becoming a Purposeful Board
    Issue: 2019 First Quarter
    By Dale E. Jones
    Improving the world improves corporations.When we think of inspirational words, we often think of those from great leaders: the Rev. Dr. Martin Luther King, Jr., Mahatma Gandhi, Mother Teresa, Winston Churchill. We don’t often think of contemporary corporate titans, whom we assume are too busy thi...
  • My Board Journey: JULIANA CHUGG, Director, Caesars Entertainment Corp. and VF Corp
    Issue: 2019 First Quarter
    By Eve Tahmincioglu
    What was the process that led you to join Caesars Entertainment’s board? Did you know people in management or on the board?I was recruited via an executive search firm that consisted of an initial screening via the search firm followed by interviews with each member of the nominating committee, an...
  • The Character of the Corporation: It’s a Wonderful Life — for Cats
    Issue: 2019 First Quarter
    By Eve Tahmincioglu
    In the midst of a housing crisis in Silicon Valley, two cats named Tina and Louise are living large in an apartment costing $1,500 a month. It’s just the two felines living alone because their owner went to college and the student’s father opted to give the furry friends their own space.The Merc...
  • The Character of the Corporation: ESG ESG ESG
    Issue: 2019 First Quarter
    By Robert H. Rock
    Three letters are echoing throughout corporate boardrooms.SPECIAL REPORT:• The Character of the Corporation. (Intro) Delaware Supreme Court Chief Justice Leo Strine tells Directors & Boards that it is not “sustainable to have societies where large corporations do not have...
  • ESG Point/Counterpoint: Should environmental, social and governance reporting be standardized and mandated?
    Issue: 2019 First Quarter
    For: Time to bring corporate reporting into the 21st century.By Anne Simpson, Director, Board Governance & Strategy, CalPERS; Directors & Boards Editorial Advisory Board MemberWhat drives company value? What are the risks? Balancing these twin issues is at the heart of corporate reporting. A...