• The Path to Defining Diversity
    By Steven A. Seiden
    The movement against racial inequality, coupled with ESG principles, has intensified pressure on boards to refresh with “diversity” candidates. Political agitation is also intensifying, as states like California and exchanges such as NASDAQ propose stricter issuer compliance for diverse board compos...
  • Latino Board Appointments Up 331% In First Quarter
    The needle is starting to move for Latinos on corporate boards.After a major push from both legislators in a number of states and organizations including Nasdaq that petitioned to add board diversity reporting as a requirement of being listed on the exchange, 82 Latino directors were appointed to pu...
  • Board of the Past Won’t Take Your Company into the Future
    By N.K. “Trip” Tripathy and Glenn C. Davis
    We’re in a new world — one that requires a new paradigm of management leadership and board oversight.   With tension finally starting to ease on the heels of 2020’s prospect for unparalleled economic collapse, escalating social and political turmoil, and catastrophic climatic shifts, ...
  • Red Corporation, Blue Corporation? Corporate political speech becomes a board issue
    Issue: 2021 Second Quarter
    By April Hall
    After the January 6 attack on the U.S. Capitol, many companies announced that they would halt political contributions, either permanently or for a defined period. Some discontinuations involved a particular political party, some individual legislators and some were complete stops on all contribution...
  • US Politics and Corporate Speech: A Two-Edged Sword
    Issue: 2021 Second Quarter
    By Richard Sylla
    In its 2010 Citizens United decision, the Supreme Court gave corporations relatively unlimited free-speech rights to spend corporate funds for political causes and candidates. A part of the majority’s reasoning was that if corporate media entities — for example, The New York Times, The Wall Street J...
  • Two Views: Government-Corporate Partnerships: Yea or Nay? "The Social Side of Teaming Up"
    Issue: 2021 Second Quarter
    By Peter Langerman
    If boards of directors and senior managers have not already examined their relationships with government entities from a “big picture” perspective, now is the time to get serious about the endeavor, and I don’t just mean laws and regulations that might fall under a compliance rubric. In an environme...
  • Two Views: Government-Corporate Partnerships: Yea or Nay? "The World's Stage"
    Issue: 2021 Second Quarter
    By Norman R. Augustine
    My three careers have been in business, government and academia. I have found each to be populated with many extremely talented and dedicated individuals. But these key elements of America’s economy seem to have evolved a relationship that resides somewhere between disconnected and adversarial. As a...
  • Taking a Stand: How and When Should Companies Speak Out on Political Issues?
    Issue: 2021 Second Quarter
    By Margaret Steen
    When the nation was riveted by protests over police killings, should companies have added their voices to the discussion? Should every company have an official and public position on sustainability?Questions like these are arising with increasing frequency, as companies find themselves under pressur...
  • The ‘Elephant in the Room’ is Getting Bigger: Short-Term Bias in a Post-COVID World
    Issue: 2021 Second Quarter
    By Keith Johnson and Kenneth McNeil
    Short-term bias in corporate thinking is still the “elephant in the boardroom.” Everyone knows it is there. And everyone knows that, in the post-COVID world, short-termism in corporate decision making is as problematic as relying on a 3-mile radar for a supertanker. Yet most corporations have a stra...
  • Special Purpose Acquisition Companies: What Directors Should Know and Why
    Issue: 2021 Second Quarter
    By Karim Anani and Alex Zuluaga
    The use of special purpose acquisition companies (SPACs) has become an increasingly popular route to the public markets, and there appears to be no sign this will slow down. In 2020, SPACs netted record-breaking IPO proceeds of over $50 billion, and the more than 60 completed and announced SPAC merg...
  • Supporting Your CEO Through Challenging Times
    Issue: 2021 Second Quarter
    By Gregory P. Shea, Ph.D.
    The position of CEO has always been stressful. However, today (and tomorrow and tomorrow and…) that stress is compounded by a seemingly endless pandemic and social unrest. Directors and boards would do well to pay attention and check in with their top executives.Researchers from a variety of fields ...
  • The American Experiment
    Issue: 2021 Second Quarter
    By Bob Rock
    The American national anthem is the only one that begins with a question: “Oh, say can you see…?” Other anthems are more assertive and less enquiring. For example, “La Marseillaise” is a call to arms, without any questions asked. The American anthem also ends with a question: “Oh say does that star-...
  • Corporate Political Involvement
    Issue: 2021 Second Quarter
    By Charles Elson
    Our current issue is themed on the important topic of corporate political involvement. As a divided nation has become much more politically aware and vocal, there are increasing demands from certain quarters for corporations to take political positions on the varied social issues of our day. For boa...
  • When Conflicts of Interest Can Work
    Issue: 2021 Second Quarter
    By Doug Raymond
    In recent years, a persistent theme in corporate governance has been the board’s role in protecting the corporation from the predations of management or significant shareholders. Ever since the creation of the corporate form, which facilitated the separation of management from investment capital, th...
  • Building a New-Collar Workforce: How Boards Can Help America Heal
    Issue: 2021 Second Quarter
    By Deborah Beckmann and Seymour Burchman
    The turbulent events of 2020 have heightened many American corporations’ sense of political and social responsibility. With the pandemic exacerbating income inequality and climate change still a long-term threat, investors and critics are calling on companies to care for all stakeholders, not just i...
  • Ask the Dumb Questions: Where journalism and corporate governance meet.
    Issue: 2021 Second Quarter
    By April Hall
    Very early in my career, an editor said, “If April doesn’t know the answer, she knows where to get it.”Considering that was more than 20 years ago, it’s obviously a point of pride for me. I don’t think I have to be an expert in all things in order to do my job well. I need to find the experts, ask t...
  • Veeva Systems Inc. Breaks Ground with Public Benefit Corporation Conversion
    Issue: 2021 Second Quarter
    By April Hall
    A medical technology company that serves the pharmaceutical industry through data organization and hosting is the country’s first corporation to convert to a public benefit corporation (PBC).Veeva Systems Inc., founded in 2007 and based in California, is a publicly traded cloud software company that...
  • In Memoriam: Longtime Directors & Boards Editor Jim Kristie
    Jim Kristie, former editor of Directors & Boards, passed away April 8.Kristie joined the magazine in 1981, just five years after its founding when the magazine’s offices moved to Philadelphia. He remained editor, eventually adding the title of associate publisher, for 35 years. He retired in 201...
  • The Critical Role of Prioritizing Cyber Health
    The magnitude of cyber threats — they cost more than $173B in 2020 alone — often gets lost among line items at a typical board meeting. And while buzzwords like “attack” or “hack” are thrown around the boardroom, we need to have more meaningful discussions at the board level.As business leaders, we ...
  • How Boards Can Get Human Capital Management Right in Five (Not So) Easy Steps
    Issue: 2021 Second Quarter
    By Paul Washington and Rebecca Ray
    At the outset of the pandemic, employees were the top priority of boards, second only to continued liquidity. That focus intensified during the social unrest following the death of George Floyd. Now, the SEC’s new disclosure rules on human capital management (HCM) could further reinforce the focus o...