• Helping You Navigate Through This Crisis
    A Message From the Publisher of Directors & BoardsWe at Directors & Boards are committed to helping you navigate through this unprecedented crisis and guiding you towards a revived and renewed future. First and foremost, we all need to be focused on the health, safety and well-bein...
  • Opinion: The Crisis and the Activists and Raiders
    For the past two weeks a number of activists and takeover raiders have sought to take advantage of the COVID-19 crisis by launching attacks on companies they view as vulnerable.  Unlike the bedrock American companies drained by the crisis, there is ample dry powder in the coffers of some funds ...
  • NACD Survey: Directors Recognize COVID-19 Disruption, Have Confidence in Management
    Directors are digging into the risks and management response to the COVID-19 pandemic that has now taken root in the U.S.While new cases are dwindling in China, where the novel coronavirus originated, health officials say the worst is yet to come here. “Social distancing,” the practice of staying aw...
  • Managing Strategic Risks in the Face of the Coronavirus
    The outbreak and spread of the novel coronavirus has made reverberations around the world.It took less than three months for the virus to spread to tens of thousands in China, make its way to Europe and then to the United States. Markets responded with the worst weekly decline since the 2008 financi...
  • Top of Mind: Roy Dunbar, Director for Humana Inc, Johnson Controls International PLC and SiteOne Landscape Supply
    Issue: 2020 First Quarter
    Leading company boards will report in proxy filings for 2020 how they are responding to what they heard from shareholders in conversations the companies requested after the previous year’s filings.These companies will have solicited investors representing as much as 80% of their shares with an offer...
  • Do Mandates Change Board Makeup?
    By April HallIn the first report since California's “Women on Boards” legislation went into effect, numbers are slightly up for gender diversity on publicly traded boards headquartered in the state, with 282 corporations reporting a female director appointment, compared to the 173 companies that had...
  • Driving a Focus on Risk
    Issue: 2020 First Quarter
    By Eve Tahmincioglu
    Risk mania has taken over the corporate governance discussion today but defining risk and figuring out how to deal with it can be dizzying for boards.Dinesh Paliwal, the chief executive officer of Harman, a wholly owned subsidiary of Samsung Electronics Co., who serves on the boards of Bristol-Myers...
  • The Character of the Corporation: 10 ways to get started on your ESG journey
    Issue: 2020 First Quarter
    By Robert H. Rock
    America is experiencing record growth which has provided abundant jobs, wage growth and wealth generation for a majority of Americans. Yet income inequality and wealth disparity are alarmingly high, bringing into focus the challenge of attaining fair, equitable and sustainable growth as well as plac...
  • The Character of the Corporation: A deep dive into our forum’s biggest questions
    Issue: 2020 First Quarter
    By Eve Tahmincioglu and David Shaw
    As most board members know, environmental, social and governance issues (ESG) are all the rage, with institutional investors putting pressure on public companies to think beyond maximizing value for shareholders by adding a focus on the impact of the corporation on its other stakeholders — including...
  • Human Capital Governance: The Beginning of a New Era
    Issue: 2020 First Quarter
    By Don Delves, Amy DeVyler Levanat and John Bremen
    The era of human capital has arrived in the boardroom and, with it, the need for more thorough board oversight and governance of this mission-critical investment.As evidence, consider three current paradigm-shifting items:• Institutional investors are demanding that the companies they invest in pay ...
  • Purpose, Human Capital and Profits: Five factors to drive enduring shareholder value
    Issue: 2020 First Quarter
    By John Bremen, Don Delves and Amy DeVyler Levanat
    Regardless of a board’s position on the purpose versus profits debate, human capital issues are an essential component of their discussions on how to drive shareholder value. Why? There are well-documented advantages to shareholders of having healthy, engaged, hard-working, and productive leade...
  • ESG Disclosure and Compliance: Navigating the Confusion
    Issue: 2020 First Quarter
    By Ken C. Joseph and Nicole Y. Lamb-Hale
    Shifts in the social, economic and geopolitical landscape place boards under pressure to expand their obligations well beyond the direct needs of their corporation and its shareholders. In addition to grappling with issues that face the corporation, directors, it seems, must now place the greater so...
  • An Action Plan for a Purposeful Board
    Issue: 2020 First Quarter
    By Ram Charan
    There is a drumbeat growing in support of the idea that investing in employees, the community and all stakeholders, as the Business Roundtable (BRT) chairman Jamie Dimon has said, “is the only way to be successful over the long term.”Last fall, BRT announced that a corporation is to broaden its purp...
  • They Had One Job
    Issue: 2020 First Quarter
    By Doug Raymond
    Corporate directors are justifiably concerned about their potential liability when agreeing to serve on a board, particularly that of a public company. It would be naïve for a director to dismiss the possibility of litigation against directors for actions taken by the board, and most well-functionin...
  • Three Items for 2020 Board Agendas
    Issue: 2020 First Quarter
    By Patrick A. Lee
    Prioritizing board agendas for 2020 will require a balance of near-term focus, agility and long-term thinking. Based on our work with directors and business leaders, we’ve identified key issues for boards to consider as they refine their agendas to respond to the risks and opportunities in the year ...
  • Executive Compensation in an Era of Stakeholder Primacy
    Issue: 2020 First Quarter
    By Kathryn Neel and Olivia Voorhis
    Rising stakeholder expectations surrounding environmental, social and governance issues (ESG) are spilling into a growing corporate awareness of the need to address them. Though some companies have begun to demonstrate progress and commit to commendable goals on the issues — and make strides in inte...
  • A Greek Goodbye
    Issue: 2020 First Quarter
    By Eve Tahmincioglu
    Sustainable human capital is relevant for all companies in driving performance, regardless of their opinion on societal good. That statement came from a corporate governance expert I respect very much. But I question the premise.I believe we need sustainable human capital if we want an equitabl...
  • The Clarion Call for ESG
    By Robert H. Rock
    Large asset managers, notably BlackRock, Vanguard and State Street, strongly support the notion that corporations should pursue a social purpose, particularly sustainability, and they are looking to make investments that deliver value to a broad array of stakeholders. They point to studies showing c...
  • Long-Term Incentives in the Era of Strategic Agility
    Conventional Three-Year Performance Share Programs Have LimitsBy Barry Sullivan and Seymour BurchmanIf you were to choose a top-five management practice born in Silicon Valley that promises to grow to maturity in corporations everywhere, you would have to include business agility.Agility in digital ...
  • AI for Boards: Three key risks of artificial intelligence
    Boards are beginning to understand the importance of artificial intelligence (AI) in order for companies to stay competitive.For example, auto manufacturer Tesla uses AI to teach its cars to drive autonomously. Unlike any other company, Tesla has a massive database gleaned from billions of road mile...