• Going Beyond the Surface: The Strategic Human Capital Management Opportunity for Boards
    By Blair Jones
    Three questions to deepen the conversation around HCM. Human capital management (HCM) is now a front-and-center issue for boards. Long-term success increasingly depends on attracting, retaining and engaging talented people, and senior executives and boards recognize the importance of well-desig...
  • Top 5 Compensation Committee Priorities for 2022
    By Eric Hoskin and Daniel Laddin
    In the second half of 2021, the market for talent at almost all levels of the organization was red hot, with increased levels of turnover and challenges in attracting new staff. Companies across most industries have been faced with significant employee retention challenges, putting upward pressure o...
  • How boards of directors can mitigate 3 pressing risks entering 2022
    By John Brackett
    What boards of directors can do to mitigate risks involving cybersecurity, talent recruitment and retention, and compliance as the calendar flips to 2022.Risks to businesses are evolving so fluidly that the list is never finite. But a snapshot of the risk landscape, especially at the start of a new ...
  • RSM US Middle Market Business Index
    By RSM US LLP
    A new Middle Market Business Index special report from RSM US LLP states that the growing importance of environmental, social and governance (ESG) issues has reached an inflection point in the middle market, even in the face of the dramatic economic fluctuations of the last year and a half. Stakehol...
  • A Timeline of Corporate Governance From the FCPA to ESG
    By Directors and Boards
    To celebrate our 45th anniversary, we’ve updated our Timeline of Corporate Governance, which has appeared throughout the years in our pages. Directors & Boards was founded during the creation and passage of the Foreign Corrupt Practices Act, which we believe to be the legislation that began the ...
  • What He Taught: An Homage to Jim Kristie
    Issue: 2021 Fourth Quarter
    By Alexandra Reed Lajoux
    The longtime editor of Directors & Boards, who died earlier this year, helped others to shine. “Editor,” derived from the Latin edere (to produce or bring forth), may well be the most ambiguous word in the English language. It can signify anything from the eagle-eyed proofreader who fixes t...
  • The Right Stuff
    Issue: 2021 Fourth Quarter
    By Erin Essenmacher
    Boards are rethinking director qualifications. Last year Lauren Smith placed a director onto a Fortune 500 board. It was something the executive search professional had been doing for two decades, but this placement stood out from those earlier in her career. The candidate was in his late 30s, ...
  • Before You Look to Add DEI to Incentives, Check the Board Dialogue
    Issue: 2021 Fourth Quarter
    By Margaret Hylas and Olivia Tay
    A DEI program needs specific goals to be meaningful.  The drumbeat to add diversity, equity and inclusion (DEI) metrics to executive incentive design is growing louder. Some companies are already far along on their efforts, and incentive design may naturally extend their strategic prioriti...
  • Advance Waivers of Dissenters’ Rights
    Issue: 2021 Fourth Quarter
    By Doug Raymond and Todd Schiltz
    A recent Delaware case affirmed the legality of these waivers.   One of the most important decisions a director can make is whether to sell control of a corporation on whose board they sit. Generally, shareholders also have a voice in this significant action, either by voting to appro...
  • Letter from the Chairman: Our Personal Mount Rushmore
    Issue: 2021 Fourth Quarter
    By Robert H. Rock
    For my wife, Caro, and me, Thanksgiving is our favorite holiday, an unpretentious celebration of good feeling, good fellowship and good food, without ceremony, gifts or spectacle. For 35 years I have given a Thanksgiving address for family and friends who assemble at our home to celebrate America’s ...
  • Endnote: What's in a Name?
    Issue: 2021 Fourth Quarter
    By April Hall
    Theranos’ founders weren’t looking for guidance. They were looking for influence.   Since joining Directors & Boards, I have become a student of corporate governance and have been fascinated with the concepts of the duty of care and loyalty as the foundation of public company gove...
  • Editor's Note: Enron at 20
    Issue: 2021 Fourth Quarter
    By Charles Elson
    This fall marks the 20th anniversary of the collapse of Enron, perhaps one of the most significant and far-reaching corporate scandals of the last few decades. No similar corporate downfall has had so much impact on the regulatory framework affecting corporate boards. It led to major changes in audi...
  • Directors to Watch: Diversity, Equity and Inclusion in Executive Pay: Boards Are Testing the Waters
    Issue: 2021 Fourth Quarter
    By Margaret Hylas
    Companies are increasing their efforts to promote diversity, equity and inclusion (DEI). One visible way some companies are showing their commitment is by linking DEI progress to executive pay. In aggregate, 28% of the S&P 500 mention incorporating DEI in executive pay considerations, but t...
  • Directors to Watch 2021 Rank Top Issues for Public Company Boards
    Issue: 2021 Fourth Quarter
    By Scott Chase
    In a straw poll conducted just a few weeks ago, our racial and ethnic diversity Directors to Watch class of 2021 ranked the importance of 10 top issues facing public company boards as the world looks forward to a new year. No consideration was given to types of companies represented — so, for exampl...
  • Directors to Watch: Action Remains Slow Despite Wakeup Call on Board Diversity
    Issue: 2021 Fourth Quarter
    By Kavitha Prabhakar and Carey Oven
    The events of the past two years have served as a reckoning on societal and racial issues in corporate America. As stakeholders continue to demand change, businesses are increasingly expected to serve their workforce, the communities they operate in and their bottom line. These forces have further u...
  • Directors to Watch: Four Rising Board Topics
    Issue: 2021 Fourth Quarter
    By Sheila Hooda
    I was named a Director to Watch in 2016, and in the five years since, corporate governance has been reshaped by the convergence of disruptions led by rapid technology and digital transformation, climate change, evolving customer sentiments, changing workforce needs, supply chain fragility, investor ...
  • Directors to Watch: Extensive Board Service Means Constant Learning
    Issue: 2021 Fourth Quarter
    By Angela Brock-Kyle
    I joined my first public company board in 2014 and currently serve on the boards of a large family-owned company, a mutual fund complex, two private start-up boards and a significant nonprofit pension board. Although these companies are in regulated business lines, no matter where they are on the go...
  • Directors to Watch 2021: Ethnic and Racial Diversity in the Boardroom
    Issue: 2021 Fourth Quarter
    By Scott Chase
     Ethnic and Racial Board Composition Shows Slow Growth Companies that don’t accelerate the process will suffer.   A counterintuitive finding from a new study published in October shows efforts to address racial and ethnic diversity continue to lag similar moves to create greater ...
  • The Legislation That Created Modern Governance
    Issue: 2021 Fourth Quarter
    By April Hall
    Three bills aimed to lay the foundation for corporate accountability and transparency.   Three foundational federal corporate laws passed over the last 45 years shared a key goal: to renew the public’s trust by strengthening corporate transparency. The Foreign Corrupt Practices A...
  • The Impact of the Foreign Corrupt Practices Act on Corporate Boards
    Issue: 2021 Fourth Quarter
    By Michael Marquardt
    “Tone at the top” now includes ensuring business dealings are ethical and bribe-free.  The impact of the Foreign Corrupt Practices Act (FCPA) on corporations and their boards of directors has been enormous and wide-ranging, and not just on corporations based in the United States. Companies...