In this issue

Five trends in board refreshment

  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.

Board and director evaluations circa 2014

  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.

Cause for concern regarding director compensation

  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.

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