• Moving to a Values-Based Approach to Corporate Codes of Conduct
    Issue: 2021 First Quarter
    By Doug Raymond
    Is your code practical and powerful enough to address today’s issues?Many larger companies, and virtually all public companies, have adopted a code of conduct. These codes typically are designed and written by lawyers and can be tedious to wade through. As a result, their impact on the day-to-day be...
  • Setting 2021’s Compensation Goals in the Wake of COVID
    Issue: 2021 First Quarter
    By Blair Jones and Greg Arnold
    Boards are used to working with uncertainty in setting incentive goals, but 2021 is forcing them to raise their game.Setting goals for incentive compensation has long been one of the compensation committee’s biggest responsibilities. This task is especially difficult with the continuing uncertainty ...
  • ESG Issues Call for ESG Directors
    ESG issues are growing in materiality and impact for all industries, with significant implications for board responsibilities. In the last weeks of January, for example, we saw a rapid set of announcements related to climate change and diversity and inequity, from both the federal government and the...
  • Supporting Your CEO Through Challenging Times
    The position of CEO has always been stressful. However, today (and tomorrow and tomorrow and…) that stress comes inside an envelope of the ongoing stress of a seemingly endless pandemic and social unrest. Directors and boards would do well to pay attention and check in with their top executives.A wi...
  • Politics and the Boardroom
    Issue: 2021 First Quarter
    By April Hall
    Soon after the insurrection at the U.S. Capitol, the finger pointing began.Was it the divisiveness of the political landscape, the struggle between “us” and “them”? Were moderates who thought the anger of the far edges of each party would eventually calm down complicit?And did some of the country’s ...
  • Technology and Digital Acceleration on the Board Agenda
    Issue: 2021 First Quarter
    By Sheila Hooda
    Prior to the pandemic, most corporations were focused on technology and digital transformation. The pandemic has, however, added a heightened level of urgency to how boards and management view technology and digital capabilities. No longer is technology considered an enabling function or a source of...
  • Questions Boards Can Ask to Better Govern Inclusion
    Issue: 2021 First Quarter
    By Janet Foutty
    In recent months, the conversation surrounding diversity, equity and inclusion (DEI), specifically in corporate America, has significantly accelerated. However, real progress requires accountability. That is why companies and their leaders must move beyond verbal commitments to DEI and focus on tang...
  • Larry Fink’s Message to CEOs: Commit to a Net Zero Economy
    BlackRock CEO Larry Fink released his annual letter to CEOs Jan. 26 and set the investment firm’s 2021 agenda to hold companies accountable for reaching net zero emissions by mid-century.Referring to the COVID-19 pandemic, Fink call 2020 “a stark reminder of our fragility.” He added that while many ...
  • Corporations Turn Away from Political Spending
    The list of companies “pausing” their political contributions in light of the Capitol Building attack last week continues to grow.Currently the most drastic announcement has been from Charles Schwab Corporation. The brokerage said it is dismantling its political action committee (PAC) entirely.“In l...
  • Corporate America Reacts to Capitol Building Violence
    After the attack on the U.S. Capitol building, some business organizations and business leaders were quick to react.  The Business Roundtable, an association of about 200 chief executive officers of large American corporations, released a statement Thursday.“The chaos unfolding in the nation’s ...
  • Top Five Compensation Committee Priorities for 2021
    As 2020 mercifully comes to an end, we are looking forward with some optimism to a better 2021. We expect that there will be continuing uncertainty as questions loom about how quickly vaccines will be distributed and how open the population will be to vaccination; however, there is a real possibilit...
  • The Business Roundtable’s Statement on Corporate Purpose One Year Later
    Issue: 2020 Fourth Quarter
    By Stephen M. Bainbridge
    It’s been a little over a year since the Business Roundtable (BRT) issued its much-ballyhooed statement on corporate purpose. Many of the commentators who welcomed it rapturously predicted the statement would usher in a new era of corporate social responsibility (CSR), with corporations tackling a r...
  • Two Views: Stakeholders Expect More From Corporate America
    Issue: 2020 Fourth Quarter
    By R. Edward Freeman
    There are many reasons for the ascendency of stakeholder-thinking in business. Some have even argued that “stakeholder capitalism” is the new narrative that better describes how businesses can be successful. While there has also been a great deal of skepticism around this proposed change in narrativ...
  • Two views: Shareholders vs. Stakeholders: The Role of Corporate Directors
    Issue: 2020 Fourth Quarter
    By Sanjai Bhagat and Glenn Hubbard
    In the midst of economic calamity and the pandemic, capitalism is under fire. Present important debates over inequality of opportunity and outcomes, reinvigorating communities and addressing challenges from globalization to climate change to broader social justice come together in questions about ou...
  • New Perspectives on Diversity in the Boardroom: To Curate, Obligate or Legislate?
    Issue: 2020 Fourth Quarter
    By Sharon Egilinsky
    Diversity in the boardroom and the C-suite remains a top priority, but we must take the dialogue deeper and become more creative in our approach. While giving current efforts a chance to yield significant results, it is time to apply less prescriptive approaches to achieve remarkable diversity in ou...
  • Actions and Initiatives to Increase Board Diversity
    Issue: 2020 Fourth Quarter
    By Janet S. Wong and Buck Gee
    Despite the fanfare around diversity, equity and inclusion (DEI), the corporate boardroom remains one of the least diverse environments in America. From 2010 to 2018, the representation of people of color on corporate boards increased from 12.8% to just 16.1%, an annual growth rate of less than half...
  • Biggest Proxy Firms Issue 2021 Policy Updates
    The two biggest and most influential proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, recently released policy updates for 2021. In addition, ISS published “U.S. Compensation Policies and the COVID-19 Pandemic — Frequently Asked Questions” (FAQs) to help companies impa...
  • Letter from the Chairman: Fellow Directors
    Issue: 2020 Fourth Quarter
    By Robert H. Rock
    Thanksgiving is America’s secular holiday that offers us the opportunity to reflect on what matters most in our lives. For 30 years Caro and I have hosted about three dozen family and friends, but because of COVID-19, this year’s celebration was unlike any other. We had 17 of our immediate family se...
  • Editor's Note: Friedman Was Right
    Issue: 2020 Fourth Quarter
    By Charles Elson
    As this is the 50th anniversary of Milton Friedman’s seminal article in The New York Times Sunday Magazine arguing for the notion of shareholder primacy in corporate affairs, and the first anniversary of its repudiation by the Business Roundtable (BRT), some observations are in order. Friedman was n...
  • Where Values Meet Value Creation: Foundations for Character-Driven Compensation
    Issue: 2020 Fourth Quarter
    By Stephen Charlebois and Phillip Pennell
    In an evolving governance environment, expressions of strong corporate character — exemplary corporate governance, responsible stewardship of the environment and positive contributions to society — are no longer nice-to-haves. They are increasingly becoming explicit expectations.For compensation com...