• Directors’ Private Emails May Not Stay Private
    Issue: 2019 Second Quarter
    By Doug Raymond
    A recent Papa John’s ruling shines light on how electronic messages thought to be private could end up as evidence.A ruling delivered by an influential court in a case involving pizza chain Papa John’s International is a cautionary tale for directors who share board matters via personal email.Clearl...
  • 5 Core Principles of AI Ethics
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    The UK provides an artificial intelligence code of ethics that could be a framework for countries around the globe.The UK government published a report last year on the ethics of artificial intelligence that many see as a strong framework for artificial intelligence (AI) adoption. A key recommendati...
  • Artificial Intelligence Oversight Risks
    Issue: 2019 Second Quarter
    By Rebecca Eisner and Brad Peterson
    Smart board level questions to ask about AI.Artificial intelligence, or “AI,” raises legal and ethical issues beyond those generally found in investments in technology. Due to the rapid growth in this area, the lack of standards for evaluation and oversight and the risks associated with AI use, AI p...
  • Time to Care About Machines Displacing Workers
    Issue: 2019 Second Quarter
    By Jan Alexander
    The environmental, social and governance movement is adding a “T” for technology.While at board meetings, Elaine Eisenman makes a point of having conversations with fellow directors about how to meet future human capital needs as technology changes and displaces jobs.“Massive layoffs are the board’s...
  • Top of Mind: Betsy Atkins, Director, Wynn Resorts, SL Green Realty Corp., Volvo and Covetrus
    Issue: 2019 Second Quarter
    By Directors and Boards
    U.S. corporate governance movements have had a history of following some of the very positive innovations that have come out of the UK and Europe. For example, boardroom gender diversity is a movement that started in Europe (Scandinavia) and we see how it’s now influenced us here in the U.S. in a ve...
  • Is Shaq a Slam Dunk for Papa John's?
    NBA Hall-of-Famer Shaquille O’Neal joins the board of embattled Papa John and becomes a paid endorser for the pizza chain.O’Neal is also investing in nine Atlanta-area Papa John’s pizza restaurants in a joint venture deal where the company will own approximately 70% and O’Neal will own approximately...
  • How Patrick Kinsella prepares for board meetings: Director, PennyMac Financial Services, Wrap Technologies
    Issue: 2019 Second Quarter
    By April Hall
    Open discussions outside the boardroom are the most important part of Patrick Kinsella’s board service.“I’m really big on the informal dialog, so I go out and meet with the director of internal audits for an hour, hour and a half. I have a dialog or meet with the CFO, the person in charge of externa...
  • Are Tech Ethics Too Complex for the Board?
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Last year, I interviewed Kai-Fu Lee, the former head of Google China and the author of AI Superpowers: China, Silicon Valley and the New World Order, and since then I’ve been thinking about what role directors should play when it comes to the ethics behind adopting innovation.Lee offered advice for ...
  • Capitalism’s Success: Creating Jobs
    Issue: 2019 Second Quarter
    By Robert H. Rock
    Are we heading towards socialism? Listening to the rants and raves coming from the campaign trail you might think so. With calls for “The Green New Deal,” “Medicare for All” and “Accountable Capitalism,” congressional Democrats have put forward proposals for greater government authority to monitor, ...
  • The Board’s Role in Setting Up AI’s Ethical ‘Guardrails’
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boardroom discussions on artificial intelligence and machine learning’s impact on humanity need to be fast-tracked.Whenever there are discussions in the boardroom about artificial intelligence (AI) and how the technology may fit in the company’s strategy, Linda Goodspeed likes to bring up two q...
  • Former Speaker Paul Ryan Joins Fox Corp. Board
    Ryan appointment comes on the heels of Disney acquisition of 21st Century FoxFox Corp. appoints the former Speaker of the House of Representatives Paul Ryan to its board of directors.Ryan, along with three other new board members, join a slimmed down, standalone Fox, that now includes Fox News Chann...
  • Boards Can Balance Profit & Social Purpose
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Influential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.The continued undervaluing of employees has brought corporate America to a precipice, and in order to keep the economic system fr...
  • CEO Compensation Rises, Driven by Higher Incentive Pay
    Compensation Advisory Partners (CAP) reviewed executive compensation pay levels and trends at 50 companies (Early Filers) that filed their most recent proxy statement between November 2018 and January 2019 (fiscal year ends from July 2018 to October 2018; 37 companies have September 30 fiscal year e...
  • Investors Move to Oust Bed, Bath & Beyond’s Entire Board
    Lessons other boards can learn from such moves.An investor group with a 5% stake in Bed, Bath & Beyond is looking to oust the entire company's board.The “magnitude of value destruction necessitates wholesale board and leadership changes,” said investors Legion Partners Asset Management, Macellum...
  • Former Campbell Soup Company CEO Joins Quest Diagnostics’ Board
    By Barbara WengerDenise M. Morrison, the former CEO of Campbell Soup Company and a director at Visa and Metlife, has been appointed to Quest Diagnostics’ board.“In addition to her broad management experiences, Denise has a deep understanding of the consumer market and will bring a helpful new perspe...
  • SEC Disclosure Requirements for Cybersecurity Breaches Are Murky
    Here’s what directors need to know about what to say and when to say it.By Edward Normandin and Matthew RepettoLast April, the Securities and Exchange Commission (SEC) reached a settlement of $35 million with Altaba, Inc. over charges that the company misled investors by failing to disclose a massiv...
  • Papa John’s Board Kept Calm and Carried On
    Embattled founder John Schnatter reportedly plans to leave pizza chain's board.By Jonathan BerrPapa John’s founder John Schnatter continuously put his fellow board members of the pizza chain in awkward spots by fighting for control of the company. On Tuesday, he finally appeared to be letting go.Acc...
  • First Principles of Executive Pay: Setting Effective Performance Goals
    Issue: 2019 First Quarter
    By John Borneman
    Nearly all companies have the same philosophy for their executive compensation plans. The goal is to create incentives that drive the creation of value for shareholders and then align the pay for the executives with their performance against goals that will achieve this objective. While this id...
  • Designating Courts for Shareholder Lawsuits is on the Rise
    Issue: 2019 First Quarter
    By Doug Raymond
    Exclusive forum provisions, however, are under growing scrutiny.Requirements adopted to force suits against companies be filed only in certain courts, while a growing trend, face legal scrutiny depending on whether the case involves internal or external issues.Two recent examples should be on the bo...
  • Influential Corporate Law Judge Discusses ESG (Exclusive Video)
    Issue: 2019 Second Quarter
    By Eve Tahmincioglu
    Boards Can Balance Profit & Social PurposeInfluential corporate law judge Leo Strine discusses the role directors, investors and executives can play in curtailing income inequality and strengthening societal good.In this exclusive video interview with Delaware Supreme Court Chief Justice Strine,...