

In corporate governance, board recruitment increasingly means board refreshment — continually improving the board’s ability to oversee the successful operations of the company. Reasonable people disagree about the best mechanisms for refreshment, but agree on its goals: a board composed of diverse members whose experience, competencies, and perspectives provide the optimal mix for overseeing the company at each point in its evolution.
The corporate governance pendulum continued to swing toward greater board and individual director scrutiny in 2014, in large part based on investor interest. Investors have for some time focused on board practices, but more recently the intensity of their focus has centered on whether boards have the right members to oversee the organization, director tenure, and whether boards are looking closely at their own functioning.
In recent years, there have been rumblings about the risks directors face when approving their own compensation. Those rumblings, triggered by a 2012 Delaware Court of Chancery opinion, Seinfeld v. Slager, reverberate further following the most recent ruling on the subject. Calma v. Templeton closely echoes Seinfeld and gives directors renewed reason for concern.
How It All Began
Directors & Boards Magazine—2021 Annual Report
Directors & Boards Magazine—2021 Third Quarter
Directors & Boards Magazine—2021 Second Quarter
Directors & Boards Magazine—2021 First Quarter
Title | Article Sound Track | Audio Sound Duration | ID |
---|---|---|---|
Buttressing Capitalism | /sites/default/files/2023-02/ButtressingCapitalism.mp3 | 4:44 | nid=34152=nid |
Focus on G, But Keep E at the Forefront | /sites/default/files/2023-02/FocusonG.mp3 | 5:59 | nid=34150=nid |
Character of the Corporation: Executive Compensation | /sites/default/files/2023-02/COTCExecComp.mp3 | 3:37 | nid=34149=nid |
Character of the Corporation: Share Buybacks | /sites/default/files/2023-02/COTCShareBuybacks.mp3 | 4:01 | nid=34148=nid |
Character of the Corporation: Geopolitical Risk | /sites/default/files/2023-02/CotCGeopolitical.mp3 | 4:59 | nid=34147=nid |
Character of the Corporation: SEC Disclosure Agenda | /sites/default/files/2023-02/CotCSEC.mp3 | 4:24 | nid=34146=nid |
Character of the Corporation: ESG | /sites/default/files/2023-02/CotCESG.mp3 | 4:12 | nid=34145=nid |
Character of the Corporation: The Delaware Court of Chancery and the Board | /sites/default/files/2023-02/ChanceryBoard.mp3 | 4:39 | nid=34144=nid |
Economic Recession Looms as the Top Concern for Corporate Directors | /sites/default/files/2023-02/EconomicRecession.mp3 | 2:14 | nid=34141=nid |
My Board Journey | /sites/default/files/2023-02/DaphneJones.mp3 | 6:21 | nid=34140=nid |
What Directors Are Thinking | /sites/default/files/2023-02/ErtharinCousin.mp3 | 3:15 | nid=34137=nid |
Setting Up Compensation Plans When the Stock Price Is Depressed | /sites/default/files/2023-02/CompPlans.mp3 | 6:15 | nid=34136=nid |
A Middle Way to Good Corporate Governance | /sites/default/files/2023-02/MiddleWay.mp3 | 6:45 | nid=34135=nid |
“Why Are We Here?” | /sites/default/files/2023-02/WhyAreWeHere.mp3 | 9:27 | nid=34134=nid |
A Distracted — But Fixable — Mission at the SEC | /sites/default/files/2023-01/SECandESG.mp3 | 8:53 | nid=34132=nid |
The G in ESG | /sites/default/files/2023-01/GinESG.mp3 | 9:54 | nid=34131=nid |
What Boards Should Ask Management About Compensation and ESG | /sites/default/files/2023-01/CompESGQuestions.mp3 | 10:59 | nid=34126=nid |
Special Interview with Patagonia Chair Charles Conn | /sites/default/files/2022-12/CharlesConn.mp3 | 13:22 | nid=34031=nid |
Cyber War Games | /sites/default/files/2022-12/CyberWarGames%20%281%29.mp3 | 10:11 | nid=33995=nid |
Lawrence Cunningham and Jeffrey Sonnenfeld Debate Corporate Purpose | /sites/default/files/2023-02/CorporatePurpose.mp3 | 5:48 | nid=34143=nid |
Book Review - ESG in the Boardroom: A Guidebook for Directors | /sites/default/files/2022-12/ESGBoardroom.mp3 | 4:48 | nid=34025=nid |
ESG Metrics in Compensation Plans and Executive Employment Agreements | /sites/default/files/2022-12/ESGMetrics.mp3 | 8:53 | nid=34026=nid |
How Companies Incorporate ESG Metrics in Compensation Plans | /sites/default/files/2022-12/CompanyMetrics.mp3 | 10:30 | nid=34027=nid |
The New Frontier of M&A and Corporate Boards | /sites/default/files/2023-02/NewFrontier2.mp3 | 4:15 | nid=34151=nid |
New Survey Finds Boards Ready for Refreshment and Skeptical of ESG Benefits | /sites/default/files/2023-02/NewSurvey.mp3 | 1:45 | nid=34142=nid |