• Supporting Your CEO Through Challenging Times
    Issue: 2021 Second Quarter
    By Gregory P. Shea, Ph.D.
    The position of CEO has always been stressful. However, today (and tomorrow and tomorrow and…) that stress is compounded by a seemingly endless pandemic and social unrest. Directors and boards would do well to pay attention and check in with their top executives.Researchers from a variety of fields ...
  • Chairman's Letter: The American Experiment
    Issue: 2021 Second Quarter
    By Bob Rock
    The American national anthem is the only one that begins with a question: “Oh, say can you see…?” Other anthems are more assertive and less enquiring. For example, “La Marseillaise” is a call to arms, without any questions asked. The American anthem also ends with a question: “Oh say does that star-...
  • Corporate Political Involvement
    Issue: 2021 Second Quarter
    By Charles Elson
    Our current issue is themed on the important topic of corporate political involvement. As a divided nation has become much more politically aware and vocal, there are increasing demands from certain quarters for corporations to take political positions on the varied social issues of our day. For boa...
  • When Conflicts of Interest Can Work
    Issue: 2021 Second Quarter
    By Doug Raymond
    In recent years, a persistent theme in corporate governance has been the board’s role in protecting the corporation from the predations of management or significant shareholders. Ever since the creation of the corporate form, which facilitated the separation of management from investment capital, th...
  • Building a New-Collar Workforce: How Boards Can Help America Heal
    Issue: 2021 Second Quarter
    By Deborah Beckmann and Seymour Burchman
    The turbulent events of 2020 have heightened many American corporations’ sense of political and social responsibility. With the pandemic exacerbating income inequality and climate change still a long-term threat, investors and critics are calling on companies to care for all stakeholders, not just i...
  • Ask the Dumb Questions: Where journalism and corporate governance meet.
    Issue: 2021 Second Quarter
    By April Hall
    Very early in my career, an editor said, “If April doesn’t know the answer, she knows where to get it.”Considering that was more than 20 years ago, it’s obviously a point of pride for me. I don’t think I have to be an expert in all things in order to do my job well. I need to find the experts, ask t...
  • Veeva Systems Inc. Breaks Ground with Public Benefit Corporation Conversion
    Issue: 2021 Second Quarter
    By April Hall
    A medical technology company that serves the pharmaceutical industry through data organization and hosting is the country’s first corporation to convert to a public benefit corporation (PBC).Veeva Systems Inc., founded in 2007 and based in California, is a publicly traded cloud software company that...
  • In Memoriam: Longtime Directors & Boards Editor Jim Kristie
    Jim Kristie, former editor of Directors & Boards, passed away April 8.Kristie joined the magazine in 1981, just five years after its founding when the magazine’s offices moved to Philadelphia. He remained editor, eventually adding the title of associate publisher, for 35 years. He retired in 201...
  • The Critical Role of Prioritizing Cyber Health
    The magnitude of cyber threats — they cost more than $173B in 2020 alone — often gets lost among line items at a typical board meeting. And while buzzwords like “attack” or “hack” are thrown around the boardroom, we need to have more meaningful discussions at the board level.As business leaders, we ...
  • How Boards Can Get Human Capital Management Right in Five (Not So) Easy Steps
    Issue: 2021 Second Quarter
    By Paul Washington and Rebecca Ray
    At the outset of the pandemic, employees were the top priority of boards, second only to continued liquidity. That focus intensified during the social unrest following the death of George Floyd. Now, the SEC’s new disclosure rules on human capital management (HCM) could further reinforce the focus o...
  • DEI in the Corporate Boardroom: A Roadmap for Progress
    Late last year, Nasdaq took what was arguably the corporate world’s most assertive action to date to promote the diversity, equity and inclusion in the corporate boardroom.Nasdaq filed a proposal with the U.S. Securities and Exchange Commission requesting permission to require that the 3,200+ compan...
  • The Mushroom Board: Don’t Be Kept in the Dark
    Have you ever been on a “mushroom” board of directors?While the reference about being “treated like a mushroom” (kept in the dark and fed — let’s say manure) is typically used to refer to employees working for a very uncommunicative or dictatorial manager, the same analogy aptly refers to a board of...
  • What Will the Post-Pandemic Board of Directors Look Like?
    Companies need boards built to exercise collaborative oversight with diverse skill sets.The pandemic and other recent events are presenting new challenges for public and private companies alike, from supply chain risks to heightened shareholder concern about environmental, social and corporate gover...
  • Veeva Systems Inc. Breaks Ground with Public Benefit Corporation Conversion
    A medical technology company that serves the pharmaceutical industry through data organization and hosting is the country’s first corporation to convert to a public benefit corporation (PBC).Veeva Systems Inc., founded in 2007 and based in California, is a publicly traded cloud software company that...
  • Corporate Character and the Future of Capitalism
    Issue: 2021 First Quarter
    By Robert H. Rock
    Is accountability to everyone accountability to no one?Editor’s note: This is a shortened version of our chairman’s address to the 2020 Character of the Corporation forum.Character embodies the core values and convictions that are etched into a company’s DNA, inspiring its societal commitments, envi...
  • Eyes Forward
    Issue: 2021 First Quarter
    By April Hall
    Directors share how they are implementing the lessons learned last year.It’s easy to look back on 2020 and see the disruption that seemed to present a new challenge every week. Now is the time to develop new strategies. What have we learned from the last year that’s worth keeping in 2021? What, if a...
  • Taking Care of the Workforce
    Issue: 2021 First Quarter
    By Maureen Milford
    Boards can help keep employees healthy and safe.In 2020, directors talked about employee safety, health and mental wellness more than ever before, and many say they are glad the “stigma” surrounding these issues is being pushed aside in favor of action. Since 2021 began with a still-record number of...
  • Questions Boards Can Ask to Better Govern Inclusion
    Issue: 2021 First Quarter
    By Janet Foutty
    How to assess the effectiveness of your DEI program, and what to do next.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 t...
  • Reevaluating Office Space for a Remote Workforce
    Issue: 2021 First Quarter
    By Directors and Boards
    Two Views: The Future of Real EstateAmy Bohutinsky is a board member for Zillow Group, among other companies. As offices closed around the country, boards faced an office footprint issue. With most employees working from home, was a physical office necessary?In this Q&A, Bohutinsky shared Zillow...
  • Pandemic Wins and Losses for REITs
    Issue: 2021 First Quarter
    By Directors and Boards
    Two Views: The Future of Real EstateJonathan Litt is an activist investor and the founder and CIO of Land and Buildings, a long/short equity fund that invests in real estate investment trusts (REITs) and other publicly traded global real estate and related companies.In this Q&A, Litt says the pa...