• 5 Key ESG Proxy Season Takeaways
    EY report finds gender diversity and sustainability key issues for 2019Environmental, social and governance issues were at the heart of proxy votes and proxy statements this year; yet more evidence that boards need to be focused on ESG oversight.Gender diversity and sustainability were among the mai...
  • Getting More Diverse Voices to the Board Table
    Issue: 2019 Annual Report
    By Denielle Pemberton-Heard
    Can the environmental, social and governance movement finally usher in change?The environmental, social and governance movement feels more radical today than the well-intended social-good phenomenon that the current U.S. corporate leadership remembers from the 1980s, (i.e. anti-apartheid divestment ...
  • DIRECTORS TO WATCH: Gender Diversity in the Boardroom
    Issue: 2019 Annual Report
    By Scott Chase
    Law firms, investors and watchdogs keep the heat on.“Board diversity and expanding the pool” are among the top issues that companies are being called upon to prioritize, according to a recent memo from the law firm Wachtell, Lipton, Rosen & Katz titled “Board Development and Director Succession ...
  • The New “New Paradigm”
    Issue: 2019 Annual Report
    By Martin Lipton
    Fighting short-termism by embracing purpose and all stakeholders.By Martin LiptonAt the request of the World Economic Forum, together with a team of my Wachtell Lipton colleagues, I prepared “The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership between Corporations and Invest...
  • Investor Capitalism Prevailed: Now What for Long-Termism?
    Issue: 2019 Annual Report
    By Michael Useem
    Institutional investors need to continue pushing for board leadership.It has been a quiet revolution.In the old days, circa 1950, small holders, our parents and their parents, owned most of America’s largest publicly traded companies. Now, some 70 years later, they have been replaced by the great in...
  • Achieving Gender Parity on Boards
    Issue: 2019 Annual Report
    By Janice Ellig and Carolyn Carter
    Corporate leaders who have paved the way share their insights and strategies.Corporate leaders spearheading gender parity in the boardroom can provide a window into how to achieve what many see as unachievable.These companies are in a unique group of nearly 325 with 30% or more women on their boards...
  • Forcing ESG
    Issue: 2019 Annual Report
    By Maureen Milford
    From holding CEOs accountable to mandating women on boards, some policymakers want to mandate that corporations do good.For the first time since the Great Depression, companies are vulnerable to a range of proposed legislation that attempts to rein in what some believe are freewheeling behaviors all...
  • Investors Want More Human Capital Oversight
    Issue: 2019 Annual Report
    By Blair Jones
    Time for directors to oversee “the most important asset.”Directors are questioning whether they should be exercising more oversight of human resources management, and that’s leading to changes in the boardroom.At Caterpillar Inc., the board now has a compensation and human resources committee. At Pr...
  • SEC Chief Takes on Short-Termism and ESG
    Issue: 2019 Annual Report
    By Eve Tahmincioglu
    Chairman Jay Clayton wants to bolster long-termism by streamlining reporting requirements, and his agency is evaluating new human-capital risk disclosures.The decline of long-term thinking “bothers” Jay Clayton, the chairman of the Securities & Exchange Commission.It isn’t good for investors or ...
  • Corporate Governance at Mid-Market Companies
    By April Hall
    Survey finds most companies have independent chairs, and a rise in dual-class stock structuresA new survey of mid-market public companies sheds light on a host of corporate governance practices, from board size to stockholder activity.The study, by law firm Benesch, looked at companies with market c...
  • Influential Corporate Law Judge To Step Down
    Delaware Supreme Court Chief Justice Leo Strine to leave this fall.Delaware Supreme Court Chief Justice Leo Strine plans to step down from his post, halfway through his 12-year term.Strine is considered one of the nation’s most influential corporate law judges since he heads the high court in Delawa...
  • 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 ...