• How exceptional boards accelerate the contributions of new directors
    Issue: 2016 Fourth Quarter
    By Jan Hall and John Wood
    In today’s hypercompetitive world, organizations must be able to accelerate performance — to build and change momentum to get results more quickly than competitors. That ability can be the difference between thriving and merely surviving. In a recent research project encompassing 250 of the worl...
  • Forty celebrities who served as corporate directors
    Issue: 2016 Fourth Quarter
    By James Kristie
    Just as their performances can be given a big thumbs up or (figuratively) pelted with rotten tomatoes, celebrities on boards are deserving of decidedly mixed reviews. The board chairs who embrace them are full of hearty recommendations. Typical is what Walk Disney’s then CEO Michael Eisner had to ...
  • Once They Were Giants
    Issue: 2016 Fourth Quarter
    By James Kristie
    There is much more that could be noted about each of these corporate leaders. The important objective of this “In Memoriam” tribute is that we spotlight their role in advancing corporate governance to higher ground — to the more responsive and dynamic leadership process it is today. What follo...
  • Board recruitment: The issue for 2017 (and beyond)
    Issue: 2016 Fourth Quarter
    By Steven A. Seiden
    Independent director: a much used governance term but one which is often open to interpretation and wherein exclusions are too narrowly defined. Company bylaws and governance principles are quite clear on only the obvious types of conflicting relationships between management and board members that c...
  • Board recruitment in 2017: What and where are the opportunities?
    Issue: 2016 Fourth Quarter
    By Justus O'Brien and Charles Tribbett
    Directors & Boards was founded at a time when corporate governance was entering a period of significant transformation, publishing its first issue barely two years after the Model Business Corporations Act fundamentally redefined the role of the board. No longer was it true that “the business ...
  • The cure for board amnesia
    Issue: 2016 Fourth Quarter
    By David Chun
    Without question, the most important responsibility of all corporations is having the right set of board members. Tone is set at the top and cascades from there. Given how important this task is for businesses of all sizes, it’s amazing to consider how companies currently approach board succession...
  • 8 positive trends that are transforming boards
    Issue: 2016 Fourth Quarter
    By Dennis Carey and Robert Hallagan
    There has been more change on boards in the past five years than in the prior 20. While the emergence of activists has put a spotlight on boards, we believe a major driver of change is the overall view that boards are increasingly elected to be true "strategic assets" and, as such, can deliver a sou...
  • My how things have changed
    Issue: 2016 Fourth Quarter
    By Howard Fischer
    Over the past four decades the process of board succession planning and outside director recruitment has changed in dramatic ways. First is the trend toward more strategic succession planning and recruitment of board members. Thirty or 40 years ago, board chairs and CEOs (usually the same people) wo...
  • Director recruiting before the Internet
    By Madeleine Condit
    There is little disagreement that the Internet has revolutionized every aspect of society.Technology has enabled boards to identify and recruit directors who are better advocates for the shareholder by increasing the number of independent and diverse candidates with specific expertise. These changes...
  • Road to XL: Recruiting directors — now vs. then
    Issue: 2016 Fourth Quarter
    By Curtis Crawford
    Typically, there are two or three parties engaged in the process of recruiting directors. They include the boards of directors, the potential candidates, and executive search firms, which while historically to a lesser degree, today play an increasingly important role.  With more rules, regulat...
  • Yesterday’s illusions as today’s realities
    Issue: 2016 Fourth Quarter
    By Joseph A. Grundfest
    Today’s world of corporate governance bears little resemblance to the world that existed 40 years ago. Four decades ago the debate focused on concerns that corporate managers wielded authority at the expense of corporate shareholders, particularly in the context of fending off hostile takeove...
  • The Ivory Tower on corporate governance
    Issue: 2016 Fourth Quarter
    By Lawrence A. Cunningham
    In 1976, this journal’s founding year, two influential academic works in corporate governance appeared: Berkeley law professor Melvin Eisenberg urged transforming the board from an advisory role to a monitoring model and mandating significant internal control systems, while University of Rochester...
  • Road to XL: The academic view of boards
    Issue: 2016 Fourth Quarter
    By Jay W. Lorsch
    I got into the business of studying boards about 25 years ago, a few years after this journal was founded. (My initial book foray into corporate governance was Pawns and Potentates: The Reality of Corporate Boards, published by HBS Press in 1989). Since that time, the good news is that many young ac...
  • Welcome to the board: 40 new directors in their 40s
    By James Kristie
    Welcome to the board: 40 new directors in their 40s A youthquake in the boardroom? Not hardly. But younger directors are moving in. By James Kristie Only about 10% of directors at more then 3,000 listed companies are in their 40s, according to data from the EY Center for Board Matters...
  • Digital technology expertise at the board table is a must
    Issue: 2016 Fourth Quarter
    By Norbert Gottenberg
    The digital revolution is here, as evidenced by new digital-based players disrupting status-quo industries, causing upheavals in traditional business models. Some noteworthy examples of Web-based companies disrupting traditional ones:• On the consumer front: Airbnb,, Apple, eBay, Facebo...
  • What’s next for boards? Coping with the ‘instant of everything’
    Issue: 2016 Fourth Quarter
    By Nina Henderson
    As broad access to instant information accelerates, constituent relationships continue to change.Expectation of response and gratification are redefined. Cultural differences are perceived to be both narrowed by social media and widened, given the ability to select affinity via the Internet.Some que...
  • What is the next big thing for boards?
    Issue: 2016 Fourth Quarter
    By John C. Wilcox
    During Directors & Boards’ four decades, corporate boards have undergone an extraordinary evolution. It has been a long and stressful period of relentless change, with companies under pressure from a succession of gadflies, greenmailers, hostile bidders, shareholder activists, hedge funds, sho...
  • The next big thing? Dealing with the new (political) economics
    Issue: 2016 Fourth Quarter
    By Ken Daly
    What does the future hold for boards? It’s an apt question to ponder as Directors & Boards, founded 1976, and the National Association of Corporate Directors, founded 1977, together mark a total of four score years of history. I’d like to take this occasion to address a disquieting new view ...
  • Present at the creation: A new era of transparency
    Issue: 2016 Fourth Quarter
    By Ira M. Millstein
    The General Motors directors were well aware that replacing certain members of management was not enough to make all of GM’s problems disappear. During the previous decade, GM’s shareholders had lost faith in the company. Also, the directors struggled with how they could ensure that GM would not...
  • What exactly is a director supposed to be doing?
    Issue: 2016 Fourth Quarter
    By Douglas K. Chia
    We already talk a lot about the role of the board. We talk about the fiduciary duties and the business judgment rule. There is robust case law in this area. And there are already people much smarter than me who have taken a pretty good stab at defining the role of the board. Being the good lawyer th...