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  • Sexual Harassment: Boards Can’t Be Silent
    Issue: 2018 First Quarter
    Company policies and more women on boards could stem financial fallout.By April HallThe issue of sexual harassment has been kept quiet in the boardroom.The thorny topic is often treated under the larger umbrella of healthy company culture, says Eric McCarthey, a director for Spar Group, Salsbury Ind...
  • 'Maximizing Prosperity & Freedom'
    Issue: 2017 Fourth Quarter
    By Eve Tahmincioglu
    Is our world out of balance?That question came from Rebecca Henderson, a professor who teaches the “Reimagining Capitalism” course that’s part of the Harvard’s MBA program. She was a keynote speaker at the recent National Association of Corporate Directors summit where she gave directors a g...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Fourth Quarter
    By Directors and Boards
    TANUJA DEHNE, DIRECTOR:Advanced Disposal Services, Granite Point Mortgage Trust“Corporate sustainability is becoming part of the boardroom dialogue. What keeps me up at night is the plodding pace — climate action requires a greater sense of urgency and prioritization if we are to stave off the w...
  • SURVIVAL GUIDE: How Barbara Duganier prepares for board meetings
    Issue: 2017 Fourth Quarter
    By By Eve Tahmincioglu
    Barbara Duganier: Director MRC Global; Buckeye Partners, LP; National Associations of Corporate DirectorsAt any one time Barbara Duganier is on several public boards and a few nonprofit boards, so being prepared is critical for her.“Attention to what happens before the meetings is important b...
  • Sustainability & Disclosure: New demands on corporate boards
    Issue: 2017 Fourth Quarter
    By Virginia Harper HoIt’s a new era of environmental, social and governance (ESG) disclosure and directors need to take notice.Many investors are voicing concerns about the limited nonfinancial disclosure in companies’ annual reports and proxy disclosures, even for areas like material climate-re...
  • Shareholders Forced to Consider Social Good
    Issue: 2017 Fourth Quarter
    Environmental and social issues pick up steam this proxy season.By Thomas SingerA review of this year’s proxy season shows a continued upward trend in the volume of proposals on environmental and social (E&S) issues.In total, shareholders voted on more than 200 proposals on these iss...
  • ESG’s Knocking on the Boardroom Door
    Issue: 2017 Fourth Quarter
    Environmental, social and governance:Supporting the bottom line and the greater good.By April HallConocoPhillips Co. director Jody Freeman sees environmental, social and governance issues, or ESG, as part of the board’s key responsibilities and an essential part of strategic planning.“We play th...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Second Quarter
    By Kelly McCarthy
    JOSHUA RAMO, DIRECTOR: Starbucks Corp. and FedEx Corp.“For a couple of decades, globalization looked unstoppable. And a lot of businesses built their future on that assumption. The world has changed. The easy phase of linking the world together is over now, and a sense of growing crisis is running...
  • 'Home, Sweet Home'
    Issue: 2017 Fourth Quarter
    By Robert H. Rock
    As I have done for the past 25 years, I delivered a “Thanksgiving Day Address” in November. Thanksgiving is America’s secular holiday that glorifies our nation as a land of opportunity, of sharing, of plenty. This year my Thanksgiving address focused on “home.” In particular, I examined th...
  • Visible Diversity
    Issue: 2017 Fourth Quarter
    By David Shaw
    A conversation with Equilar’s David Chun.This issue features our first Directors to Watch focused on ethnic diversity or, more specifically, directors of color (see page 40). For more than a decade, we’ve annually featured rising and accomplished women directors. My colleague Scott Chase has spe...
  • My Board Journey: Sandra Price
    Issue: 2017 Fourth Quarter
    By Eve Tahmincioglu
    Director, Great Plains Energy. And Senior vice president of human resources, Sprint Corporation What attracted you to Great Plains Energy’s board?Great Plains Energy (NYSE:GXP) is the holding company of Kansas City Power & Light Company (KCP&L) and KCP&L Greater Missouri Oper...
  • Four Approaches of “Superaccelerator” Boards
    Issue: 2017 Fourth Quarter
    By Bonnie W. Gwin, Andrew LeSueur, and Jeff Sanders
    Fast-growing companies provide governance formulas for accelerating value.It’s no secret that consistently fast-growing companies such as Apple and Google’s parent company, Alphabet, operate differently than other companies. But do they govern themselves differently?Research our firm conducted s...
  • A High Risk, High Reward Pay Orientation
    Issue: 2017 Fourth Quarter
    Can an aggressive pay-for-performance reorientation help businesses meet goals?By Stephen Charlebois, Michael Haimson and Rachel BenderA financial services firm with revenues in excess of $1 billion utilized a price-vested options approach with rigorous goals to align with the company’s high-growt...
  • Connecting ESG, Strategy and Long-Term Performance
    Issue: 2017 Fourth Quarter
    By Dennis T. Whalen
    Bolstering public capital markets and cybersecurity are expected to be key priorities. Investors continue to elevate environmental, social and governance (ESG) issues on their agendas as a key to long-term value creation. Yet, for many companies and their boards, ESG remains peripheral to corpo...
  • Measuring Impact in the Boardroom
    Issue: 2017 Fourth Quarter
    By Doug Raymond
    B Corps setting the standard for measuring SRI.Over the past decade, there has been a significant change in the way companies, investors and consumers think about the broader role business plays in society.The proposition is gaining acceptance that businesses should provide a benefit to more than th...
  • Snap’s Not Looking to Chat With Shareholders
    Issue: 2017 Fourth Quarter
    By Charles Elson and Craig K. Ferrere
    How the parent of mobile-messaging app SnapChat's new stock structure will undermine investors, corporate governance and the courts.  Increasingly, company founders have been opting to shore up control by creating stock ownership structures that undercut shareholder voting power, where onl...
  • Activist Activity
    Issue: 2017 Fourth Quarter
    By Kelly McCarthy
    Procter & Gamble Co.Initially it looked like Procter & Gamble Co. (P&G) shareholders rejected Trian Fund Management LP’s bid to put activist investor Nelson Peltz on the consumer products company board despite support from the top three shareholder advisory firms — Egan-Jones Ratings...
  • Fending Off Well-Funded Activist Moves
    Issue: 2017 Fourth Quarter
    By Maureen Milford
    Lessons learned from DuPont, P&G.Nelson Peltz doesn’t like to be ignored.The activist investor made that clear in 2015 when his Trian Group launched a proxy war with DuPont Co.During the battle, Peltz complained of repeated rebuffs by then-CEO Ellen Kullman when Trian attempted to discuss prop...
  • Directors To Watch: Racial and Ethnic Diversity
    Issue: 2017 Fourth Quarter
    By Scott Chase
    Board diversity efforts continue despite pushback from some quarters.Racial and ethnic diversity in the boardroom doesn’t get as much attention as gender, but there’s a growing movement to focus more on these groups.But as with nearly every movement, there’s always some sort of pushback and th...
  • TOP OF MIND: What directors are thinking
    Issue: 2017 Third Quarter
    By Eve Tahmincioglu
    GABRIELLE SULZBERGER, DIRECTOR:Teva Pharmaceuticals, Brixmor Property Group.Former board chair for Whole Foods“The importance of strategic board refreshment is not only a topic in boardrooms, but is clearly, and appropriately, top of our mind for our shareholder constituencies as well. “One...