• Veeva Systems Inc. Breaks Ground with Public Benefit Corporation Conversion
    A medical technology company that serves the pharmaceutical industry through data organization and hosting is the country’s first public benefit corporation (PBC).Veeva Systems Inc., founded in 2007 and based in California, is a publicly traded cloud software company that serves more than 600 life s...
  • Corporate Character and the Future of Capitalism
    Issue: 2021 First Quarter
    By Robert H. Rock
    Is accountability to everyone accountability to no one?Editor’s note: This is a shortened version of our chairman’s address to the 2020 Character of the Corporation forum.Character embodies the core values and convictions that are etched into a company’s DNA, inspiring its societal commitments, envi...
  • Eyes Forward
    Issue: 2021 First Quarter
    By April Hall
    Directors share how they are implementing the lessons learned last year.It’s easy to look back on 2020 and see the disruption that seemed to present a new challenge every week. Now is the time to develop new strategies. What have we learned from the last year that’s worth keeping in 2021? What, if a...
  • Taking Care of the Workforce
    Issue: 2021 First Quarter
    By Maureen Milford
    Boards can help keep employees healthy and safe.In 2020, directors talked about employee safety, health and mental wellness more than ever before, and many say they are glad the “stigma” surrounding these issues is being pushed aside in favor of action. Since 2021 began with a still-record number of...
  • Questions Boards Can Ask to Better Govern Inclusion
    Issue: 2021 First Quarter
    By Janet Foutty
    How to assess the effectiveness of your DEI program, and what to do next.In recent months, the conversation surrounding diversity, equity and inclusion (DEI), specifically in corporate America, has significantly accelerated. However, real progress requires accountability. That is why companies and t...
  • Reevaluating Office Space for a Remote Workforce
    Issue: 2021 First Quarter
    By Directors and Boards
    Two Views: The Future of Real EstateAmy Bohutinsky is a board member for Zillow Group, among other companies. As offices closed around the country, boards faced an office footprint issue. With most employees working from home, was a physical office necessary?In this Q&A, Bohutinsky shared Zillow...
  • Pandemic Wins and Losses for REITs
    Issue: 2021 First Quarter
    By Directors and Boards
    Two Views: The Future of Real EstateJonathan Litt is an activist investor and the founder and CIO of Land and Buildings, a long/short equity fund that invests in real estate investment trusts (REITs) and other publicly traded global real estate and related companies.In this Q&A, Litt says the pa...
  • The CEO of the Business Roundtable on the Statement of the Purpose of the Corporation
    Issue: 2021 First Quarter
    By Directors and Boards
    Josh Bolten talks about the impact of the statement’s update a year later.Directors & Boards’ Character of the Corporation forum closed with a keynote interview with Josh Bolten, CEO of the Business Roundtable.A little over one year ago, The Business Roundtable updated its “Statement on the Purp...
  • Ed Garden on an “Ownership Mentality” for Boards
    Issue: 2021 First Quarter
    By Directors and Boards
    As an engaged shareholder, Garden aligns ESG with profits.As chief investment officer and a founding partner of Trian Fund Management, L.P., Ed Garden has influenced some of the largest corporations in the U.S. He currently serves on the boards of General Electric and Invesco and is a former directo...
  • What Does Corporate Character Really Mean?
    Issue: 2021 First Quarter
    By Directors and Boards
    A company should demonstrate its values in good times and bad.Last year, ESG support might have lost the momentum it had gained over the last several years, but many board members say the opposite happened. Environmental, social and governance issues are now integral to corporate success regardless ...
  • The Changing Nature of Board Service
    Issue: 2021 First Quarter
    By Directors and Boards
    Should sitting CEOs serve on outside boards, given the time commitment required for board service today?When the pandemic turned the business environment upside down, many boards met daily, sometimes even more than once a day. This time commitment raises the question of whether CEOs can afford to se...
  • Diversity and Inclusion — On the Board, in Management, in the Company
    Issue: 2021 First Quarter
    By Directors and Boards
    Going beyond gender diversity.Board diversity has now become a legislative — and exchange — issue. California and New York have adopted legislation outlining director diversity mandates. More recently, the Nasdaq stock exchange petitioned the SEC to adopt a new listing rule that mirrors the Californ...
  • The Fuzzy Line Between the Board and Management
    Issue: 2021 First Quarter
    By Directors and Boards
    Don’t expect anything to clear up anytime soon.The COVID-19 pandemic created the need for many boards to meet weekly, if not daily, and engage with management in a more hands-on way.But there has always been a governance best practice to have “noses in, fingers out.” In other words, boards should ad...
  • Compensation and Character: Human Capital and Executive Pay
    Issue: 2021 First Quarter
    By Directors and Boards
    Balance must be found between retaining talent and pleasing shareholders.The approach to executive compensation is in flux for many companies entering 2021. Some organizations fared well or even better than they would have without the crises that included a global pandemic and a push for social and ...
  • Roundtable Discussion: The Changing Relationship Between the Board and Management
    Issue: 2021 First Quarter
    By Directors and Boards
    Corporate leaders share their experiences guiding CEOs through crisis.The Character of the Corporation forum drew some of the most influential corporate directors and thought leaders in the country. The event presented the opportunity for attendees to share with their peers lessons learned around th...
  • Letter From the Chairman: Corporate Virtue
    Issue: 2021 First Quarter
    By Robert H. Rock
    In December Directors & Boards held its second annual “Character of the Corporation” forum. Our first forum had examined how boards of directors can balance corporate profits with social purpose by embracing ESG initiatives and programs. This year’s forum explored how they can take on the larger...
  • Editor's Note: Changed — For Better or Worse?
    Issue: 2021 First Quarter
    By Charles Elson
    The COVID pandemic has been an event that none of us has experienced before and, I hope, will never experience again. It has altered our lives in ways that none of us could have imagined. As we begin to see its end, the overriding question is: How will this ultimately change the way we live? For the...
  • Moving to a Values-Based Approach to Corporate Codes of Conduct
    Issue: 2021 First Quarter
    By Doug Raymond
    Is your code practical and powerful enough to address today’s issues?Many larger companies, and virtually all public companies, have adopted a code of conduct. These codes typically are designed and written by lawyers and can be tedious to wade through. As a result, their impact on the day-to-day be...
  • Setting 2021’s Compensation Goals in the Wake of COVID
    Issue: 2021 First Quarter
    By Blair Jones and Greg Arnold
    Boards are used to working with uncertainty in setting incentive goals, but 2021 is forcing them to raise their game.Setting goals for incentive compensation has long been one of the compensation committee’s biggest responsibilities. This task is especially difficult with the continuing uncertainty ...
  • ESG Issues Call for ESG Directors
    ESG issues are growing in materiality and impact for all industries, with significant implications for board responsibilities. In the last weeks of January, for example, we saw a rapid set of announcements related to climate change and diversity and inequity, from both the federal government and the...