• Director Pay: Leading by Example
    The COVID-19 pandemic is challenging leadership everywhere. Like political leaders are making difficult decisions and are differentiating themselves through their ability to execute and keep people safe, corporate leaders are forced to make decisions about their employees and business strategies in ...
  • Zoom Shareholder Litigation as COVID-19 Exposes Online Service’s Security Risks
     While much of the country remains under work and travel restrictions designed to contain the spread of COVID-19, lawsuits continue to be filed and a recent action filed against Zoom Video Communications, Inc. may be a cautionary tale for directors and officers about litigious landscape of our ...
  • Why is ESG Material?
    Purpose is at centerstage of complex factors redefining board director oversight. The dramatic shift in defining the purpose of the corporation by the Business Roundtable (BRT) from “shareholder primacy” principle in 1997, to a “commitment to all stakeholders” in 2019, is a pivot point for corporati...
  • Director Data Q2 2020
    Issue: 2020 Second Quarter
    By Directors and Boards
    Leadership Independence for SV 150, Majority Voting for S&P 100Since 2002, Fenwick & West has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick–Bloo...
  • Top of Mind: Dawn Zier, Director, Hain Celestial Group and Spirit Airlines
    Issue: 2020 Second Quarter
    By Dawn Zier
    As we emerge from the pandemic, we will find permanent changes and shifts in the way we do business which will force management teams and boards to navigate a new normal. From dislocation and disruption emerge lessons and opportunities.As a director, I believe boards and management in a post-COVID-1...
  • Wargaming Risk: What Military Leaders Bring to the Table
    Issue: 2020 Second Quarter
    By April Hall
    When the going gets tough, it’s easy to fall back on language that refers to war. Often people are “on the front line,” or taking on a challenge is a “battle.” Over the years, the United States has waged war on drugs, poverty and, most recently, the coronavirus.The military is known for discipline, ...
  • The Key Challenges Boards Face Now
    Issue: 2020 Second Quarter
    By Punita Kumar-Sinha
    The COVID-19 pandemic is just beginning to take off in India [in late March]. Nonetheless, the Indian government has undertaken a preemptive 21-day lockdown to flatten the curve. As a result, companies are already grappling with massive disruptions. As a board member of several leading Indian compan...
  • Risk Management and the Board
    Issue: 2020 Second Quarter
    By Brad Oates
    One of the most important skills for a board member is the ability to think strategically about risk management and that thinking requires looking at redundancy, diversity in the supply chain, and both financial and talent capacity within our organizations. Examining each of those should be viewed m...
  • A Leadership Q&A With Stan Silverman
    Issue: 2020 Second Quarter
    By Directors and Boards
    Stan Silverman is vice chairman, Drexel University, the author of Be Different! The Key to Business and Career Success, the founder and CEO of Silverman Leadership, and former chair of PQ Corporation. He spoke to Scott Chase about risk and leadership in the time of crisis.Beyond COVID-19 and the ass...
  • COVID-19 and Leadership
    Issue: 2020 Second Quarter
    By Kathy Hopinkah Hannan
    We certainly don’t get to decide on the crisis we will face, but as leaders and directors, we do get to decide on the how we respond and lead through it. To state the obvious, a crisis requires leadership that is prepared, calm, decisive, and comfortable with ambiguity. But in times like these, it i...
  • Butterflies in New Mexico
    Issue: 2020 Second Quarter
    By Norman R. Augustine
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.During my decade as a CEO of what ...
  • Boards in the Time of Crisis
    Issue: 2020 Second Quarter
    By Scott Chase and David Shaw
    The unfolding COVID-19 crisis is very much like watching 9/11 happen in slow motion. We know it’s bad, and that it will get worse, but we have no clear indication of when we will reach the apex of the crisis and can begin to recover. We hope that by the time this issue of Directors & Boards arri...
  • What COVID-19 Means for Public Companies
    Issue: 2020 Second Quarter
    By Laura D. Richman and Michael L. Hermsen
    COVID-19 has raised a number of issues specific to public companies that file reports with the U.S. Securities and Exchange Commission (SEC). These matters include the application of SEC disclosure requirements to the COVID-19 situation, logistics for upcoming shareholder meetings and administrative...
  • Meeting Safely, Legally
    Issue: 2020 Second Quarter
    By Beth Braverman
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.Most public companies have histori...
  • Anticipating the Unanticipated
    Issue: 2020 Second Quarter
    By Doug Raymond
    As we have been painfully reminded by recent events, life can come at you fast, and systemic shocks and unanticipated challenges will stress even the best-organized companies. As individuals, families and businesses have struggled to respond to the COVID-19 pandemic, many boards of directors have be...
  • Climate Change: Five Considerations for Boards
    Issue: 2020 Second Quarter
    By Susan M. Angele
    Climate change is no longer abstract. Phenomena including raging wildfires in Australia and increasingly frequent “100-year” storms have proved that the impact on supply chains is real, and the potential long-term scenarios range from concerning to apocalyptic.Environment-related risks ranked as fiv...
  • Coronavirus and Compensation
    Issue: 2020 Second Quarter
    By John Borneman, Blair Jones and Kathryn Neel
    The sudden acceleration of the COVID-19 pandemic, with substantial economic damage to many industries, has companies scrambling to respond. The priorities, obviously, are to protect employees’ health, first and foremost, and to manage the risk to the business. But after taking those steps, some comp...
  • Meeting the Challenge
    Issue: 2020 Second Quarter
    By Robert H. Rock
    Life has drastically changed for all of us, with a tectonic shift in how we live and breathe. We at Directors & Boards are committed to help you navigate through this unprecedented crisis and guide you toward a revived and renewed future.In this time of war, boards of directors need to demonstra...
  • After Coronavirus
    Issue: 2020 Second Quarter
    By David Shaw
    Last year, Directors & Boards devoted its attention to the rising focus on environmental, social and governance issues (ESG) from institutional investors and others, culminating in our Character of the Corporation event last November. While much of the discussion surrounding ESG was illuminating...
  • Leadership in Recovery
    Issue: 2020 Second Quarter
    By April Hall
    What an interesting time to be a leader, to say the least. I hope beyond hope that the curve of COVID-19 infections has flattened by the time you read this. But we really don’t know when that will happen, and such uncertainty makes leadership particularly difficult.By the beginning of April, we’ve a...