• My Board Journey: Lou Miramontes, Director, Rite Aid Corp., Lithia Motors Inc., Oportun Financial Corp.
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    How did you choose the boards you serve and have served on? I was introduced to one of the boards by a search firm, I was referred to one board by a business colleague and a third board opportunity came from a prior business relationship. For each of the boards, I believed that my skills and experie...
  • 3 Advantages Boards Need to Know About Blockchain
    By Jay Schulman
    Blockchain will change the rules for middle-market companies. The technology creates immutable records, thereby reducing fraud risk, enabling smart contracts and digital currency, and streamlining processes for records, recall information and myriad transactions — across distances.In a fundamental...
  • Why You Should Add Women to the Board (Even When You Don’t Have to)
    By Jurgita Ashley
    Little is to be gained from adding women to the board purely for the sake of fulfilling a quota. That’s not the reason to wait. This is the case for not delaying to add the women who bring unique experiences and qualifications that align with the company’s current needs and, in turn, can enhance...
  • The Board’s Role in Cultivating an Inclusive Culture
    Issue: 2019 Fourth Quarter
    “Just selecting a strong group of high-ranking executives doesn’t cut it,” say PwC and Ariel Investments chairmen.By Tim Ryan and John W. RogersMellody Hobson, co-CEO of Ariel Investments and vice-chair of the board at Starbucks and JPMorgan, has consistently talked about greater opportunities...
  • Sense of Purpose
    Issue: 2019 Third Quarter
    By Robert H. Rock
    On November 20 and 21 Directors & Boards is convening a select group of top public company board members, institutional shareholders, proxy advisors, judicial and governmental representatives and corporate governance thought leaders to discuss the changing character of the modern corporation.&nb...
  • What Directors are Thinking: Raj L. Gupta, DIRECTOR, Arconic Inc. and Dupont
    Issue: 2019 Third Quarter
    By Directors and Boards
    Chairman of Avantor Inc. and AptivFor over two decades, I have served on several public and private company boards spanning various industries and sizes. I have developed a strong conviction that boards and C-suites of public companies can learn a lot from private equity companies. I also believe th...
  • Indemnification Holes After a Company is Sold
    Issue: 2019 Third Quarter
    By Doug Raymond
    Can a buyer cancel insurance, or amend bylaws after a sale?A good directors & officers insurance policy frequently is the first and best line of defense. But what happens to these layered protections when the company is sold? Can the buyer cancel the insurance and amend the bylaws?A recent Delaw...
  • Compensation Impacts Culture
    Issue: 2019 Third Quarter
    By Katherine Barrall and Kathryn Neel
    Time to take stock of executive pay and perks programs.Leadership and tone at the top are obvious corporate culture influencers. What might be less obvious is how decisions on compensation structure shape, steer and promote corporate culture.Compensation committees are increasingly discussing how th...
  • Crisis Management
    Issue: 2019 Third Quarter
    By Jose R. Rodriguez
    Making it safe for people to do the right thing.Crisis prevention has taken on greater urgency for management and boards as corporate crises, frequently self-inflicted, continue to make headlines. The deep and long-lasting reputational impact of self-inflicted crises — product quality, worker safe...
  • Human Capitalism
    Issue: 2019 Third Quarter
    By David Shaw
    When the going gets tough, how important will those stakeholders really be?At the heart of the discussion surrounding environmental, social and governance issues (ESG) is the extreme tension between the short and the long term. Much of the reaction to The Business Roundtable’s “new” Statement ...
  • My Board Journey: Anthony Earley, Director, Ford Motor Company, Southern Company and CLEAResult
    Issue: 2019 Third Quarter
    By Directors and Boards
    I understand your first board stint was with Long Island lighting Company. How did you end up on that board?My first board experience was somewhat atypical but did give me insights into what skills are needed for successful board members. In the mid-1980s, I was hired as general counsel of Long isla...
  • Pickens Carried Friedman’s Torch
    Issue: 2019 Third Quarter
    By Eve Tahmincioglu
    Almost every story on the origins of corporate American’s shareholder-centric approach includes a history lesson on economist Milton Friedman and his role in bolstering the concept that many believe has led to a short-term approach to company success, undermining innovation and employees.Friedman...
  • How Do I Know If I am the “Bad Character” on the Board?
    Issue: 2019 Third Quarter
    By Jason León
    How directors can determine if they are serving — or hindering — a board.In more than 23 years spent working with 175-plus corporate boards, Beverly Behan has learned this firsthand: The problem people on any board are the ones who are oblivious and obstinate.As a board advisor helping directors...
  • Employee as Director
    Issue: 2019 Third Quarter
    By April Hall
    A 1991 article in the New York Times with the headline “Chrysler to Drop Union President’s Spot on Its Board” may have sounded the death knell of a brief experiment in this country to get employees in the boardroom.The practice never really made it much past the auto industry, and it’s been ...
  • Culture of Inclusion
    Issue: 2019 Third Quarter
    By Beth Braverman
    Diversity and inclusion have been business buzzwords for decades, but in recent years a growing number of companies have realized that creating a diverse and inclusive culture is not only good public relations, it’s good for the bottom line.A strong body of research shows that truly diverse and in...
  • Solving the Board-Diversity Imperative
    Issue: 2019 Third Quarter
    By Kathy Higgins Victor
    One of the common barriers when it comes to getting more diverse voices in the boardroom is not seeing beyond your own networks.Case in point. In an effort to diversify the board of a Fortune 500 company, a board member recommended his neighbor who was professor emeritus of information technology at...
  • Director Data Q3 2019
    By Directors and Boards
    Disclosure of Auditor Fees is on the RiseMost companies provide an explanation for the types of services included within each fee category, according to a report by EY’s Center for Board Matters. Reviewed companies explained the circumstances for the change. Nearly 90% of companies disclosed that ...
  • THE PURPOSE DEBATE Western Union’s First ESG Report
    Issue: 2019 Third Quarter
    By Eve Tahmincioglu
    CEO Hikmet Ersek rides the “purpose” train, supported by the board.At Western Union, we believe we can be more successful as a company when we operate according to the highest ethical standards, address unmet social needs and promote the well-being of our consumers, their communities and the env...
  • THE PURPOSE DEBATE Former Vanguard CEO Weighs in on ‘Purpose’ & ESG
    Issue: 2019 Third Quarter
    By Bill McNabb
    Bill McNabb says a focus on the greater good leads to long-term value.Bill McNabb, the former CEO and chairman of investment behemoth Vanguard Group, believes many people aren’t seeing the ultimate value of a growing movement for corporations to have a social-purpose focus.“Many pundits and crit...
  • THE PURPOSE DEBATE Introduction
    Issue: 2019 Third Quarter
    By Robert Rock
     Back to the ‘80s: Business Roundtable’s “Purpose” Statement ReduxThe group’s 1981 statement called for corporations to be “a positive force in society.” What’s different this time?By Kristin Bresnahan Three Problems With the Stakeholder TheoryBusiness Roundtable’s misgui...