• Director Data Annual Report 2019
    By Directors and Boards
    Trends for the 2019 Proxy SeasonShareholder voting during 1,024 meetings held during the “mini-season” between July 1 and Dec. 31, 2018 provides a window into what’s in store for the 2019 proxy season. A total of 3,637 directors stood for election this past season — 143 of them failed to receive maj...
  • Report: Director Assessments Are Lacking
    Here’s how boards can improve their own performance while promoting refreshmentDirector assessments in the United States need an overhaul.The annual board performance assessment, when conducted, tends to rely on director surveys and other self-evaluation tools. But more importantly, companies contin...
  • Wayfair Has More Than It Needs (In employee protests)
    Could the board have seen this ESG crisis coming?Some employees at online furniture retailer Wayfair called for a walkout Wednesday in protest of the company sales to migrant detention centers. The detentions have come under fire for alleged “inhumane” conditions.No matter where corporate leaders si...
  • Three Proxy Season Takeaways
    With this year’s proxy season well underway, stakeholders have zeroed in on what they’re looking for from company boards.More than ever, it’s clear they must have an eye on what’s happening within their organization as well as business trends from the external world. With disruptors at every corner,...
  • OPED: Socialism, Capitalism and Corporate Social Responsibility
    Here's how boards can balance profit and social purposeBy Thomas A. ColeIt is hard to read any newspaper these days without running across at least one article, column or editorial debating socialism vs. capitalism.Trends in income and wealth inequality, and the “financial fragility” of the middle c...
  • SEC Takes On Short- Vs. Long-termism Dilemma
    UPDATEDSecurities & Exchange Commission Chairman Jay Clayton talks to Directors & Boards about bolstering long-term thinking, ESG, quarterly reporting, and disclosure.The Securities & Exchange Commission (SEC) held a roundtable to delve into the short- vs. long-termism debate July 18 in ...
  • Erin Brockovich Joins Personal Care Products Maker LiveVantage’s Board
    LiveVantage, the dietary and personal care products company, expanded its board with the appointment of Erin Brockovich, an environmental activist whose legal fight against Pacific Gas and Electric Company was the subject of an Oscar-winning movie bearing her name.“This is a company I have admired a...
  • Elizabeth Warren’s Accountable Capitalism Act
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Delaware’s supreme court chief justice sees merit in calling for employee representation in the boardroom and ESG disclosure for all large companies — public and private. Last year, U.S. Sen. Elizabeth Warren, D-Mass., who is also running for president, introduced the Accountable Capitalism Act...
  • GameStop appoints Wizards Owner, and Technology CEO to Its Board
    GameStop appoints Raul Fernandes, owner the NBA’s Washington Wizards and Lizabeth Dunn, CEO of Pro4ma Inc, technology services consulting firm, to its board, bringing the total number in the boardroom to 11, nine of whom are independent.GameStop, the video-game an electronics retailer struggling to ...
  • Celebrities in the Boardroom
    Does it lead to good corporate governance?When the board of directors of WW (formerly known as Weight Watchers) held its annual shareholder’s meeting in New York City on Tuesday, the company’s most famous board member, Oprah Winfrey, was conspicuous by her absence because of an unspecified “scheduli...
  • Oracle of Omaha Slams Independent Directors for Kowtowing to CEOs
    Buffett’s attack is the latest high-profile attack on independent boardsWarren Buffett, the chairman and CEO of Berkshire Hathaway Inc. who’s known as the Oracle of Omaha, slammed independent directors for being too focused on their paychecks, and not on keeping the CEO in check.“You don’t get invit...
  • Reputational Risk: A Bigger Piece of Investor Legal Actions
    What recent actions against SeaWorld, Wells Fargo, and others, portend for corporate and director exposureLast year, the Securities and Exchange Commission (SEC) extracted a $5 million settlement from SeaWorld and its CEO because the company “described its reputation as one of its ‘most important as...
  • TOP OF MIND: What directors are thinking (James Lam, director, E*Trade & RiskLens)
    Issue: 2019 First Quarter
    Risk oversight has always been one of the most critical responsibilities for corporate directors. Today, organizations face global conflicts, economic uncertainties and disruptive technologies. In an environment often described as VUCA (volatile, uncertain, complex, and ambiguous), directors are ele...
  • Best Buy to Get Woman CEO; Majority Female Board
    The retailer’s gender diversity phenomenon is about finding the best candidates, not tokenismFor the first time in its 53-year history, Best Buy will have a woman in the corner office.This week, Best Buy announced Corie Barry, the electronics retailer’s chief financial and strategic transformation o...
  • Former Senator Ayotte to Join Blackstone Group Board
    She'll receive $150,000 cash, and $210,000 in stockFormer Senator Kelly Ayotte to join the board of The Blackstone Group next month, bringing the number female directors to two out of 11 total board members.Ayotte represented New Hampshire in the U.S. Senate from 2010 until her narrow defeat by Gov....
  • Director Data Q2 2019
    Issue: 2019 Second Quarter
    By Directors and Boards
    Gender Diversity Progresses SlowlyIn 2018, 85% of large company boards across 44 countries had at least one woman among their directors. But women hold only 20.4% of all director seats, up from 13.6% six years ago.(Source: Egon Zehnder’s 2018 Global Board Diversity Tracker)Directors Are Talking Envi...
  • Avoiding a Punch in the Mouth
    Issue: 2019 Second Quarter
    By David Shaw
    Shifting some (or more) board focus to stakeholder interests sounds good in principle, but…Throughout this year, Directors & Boards is devoting space in every issue to discuss and analyze “The Character of the Corporation.” We’re looking at the corporation’s (and board’s) roles and responsibilit...
  • My Board Journey: JANET KERR, Director, La-Z-Boy, Inc., Tilly’s, Inc., AppFolio.
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Janet Kerr, Vice-Chancellor of Pepperdine University and Professor Emeritus of Law at Pepperdine University School of LawWhat was your first corporate board seat appointment and how did that come about?My first board was Carl’s Jr./Hardee’s. I was teaching corporate law at Pepperdine University...
  • Assessing Board Performance
    Issue: 2019 Second Quarter
    By Sabine Dembkowski and Lauren E. Smith
    The secret sauce is in focusing on director strengths and skills.The need for high-performing and accountable board leadership is ever-increasing as the complexities of the business environment continue to dramatically change. How can boards keep up and optimally operate in these dynamic and often v...
  • Comp Committees Should Broaden Tech-Ethics Scope
    Issue: 2019 Second Quarter
    By Stephen Charlebois and Ross Perry
    A Focus on AI and Machine Learning.Across all industries, technology has become a key driver of growth and profitability for many organizations. Old industrial companies have been replaced by those with a high-tech orientation as the world’s most valuable companies. Those with first-mover advantage ...