• Top of Mind
    Issue: 2020 Annual Report
    By Directors and Boards
    I spent 18 years as a CIO in manufacturing and then became a CIO in the banking industry. But very seldom have CIOs risen to the chair and CEO position. I think that’s because they tend to focus on technology instead of business. I’ve always taken the business approach first. Everything starts with ...
  • Four Principles of Risk Management
    Issue: 2020 Annual Report
    By Tracy Grooms
    Strong enterprise risk management is an imperative in the 21st century in a flattening world with growing complexity, the global movement of people and arguably more frequent disruptions and disasters. Organizations must match the evolution of strategies and operating models to mitigate potentially ...
  • Revisiting Independence
    Issue: 2020 Annual Report
    By Doug Raymond
    One of the pillars of corporate law is the directors’ fiduciary duty of loyalty to the corporation and its shareholders. In general, the duty of loyalty requires that a director, in making decisions, act on a disinterested and independent basis, in good faith, with an honest belief that the action i...
  • Compensation Matters: At Your Discretion
    Issue: 2020 Annual Report
    By Greg Arnold and Mark Emanuel
    The coronavirus pandemic gave the global economy an unprecedented shock that has raised the stakes for one of the compensation committee’s most challenging tasks — determining when and how to apply discretion to adjust executives’ incentive pay for circumstances outside their control.The question of...
  • Editor's Note: Trading in Textbooks for Newspapers
    Issue: 2020 Annual Report
    By Charles Elson
    I think that a few words of introduction and guidance are in order. I have been a regular contributor and, more importantly, a reader and devotee of Directors & Boards for the past 25 years. I firmly believe that this publication has been, is now, and will continue to be the thought leader in co...
  • Publisher's Letter: Jobs Offer Hope
    Issue: 2020 Annual Report
    By Robert H. Rock
    “Joblessness leads to hopelessness, [and] hopelessness leads to what we see in the streets,” observed Merck’s CEO Ken Frazier, who emphasized the role of Black unemployment in exacerbating the social unrest sparked by the police killing of George Floyd. Maintaining that business has the means to eli...
  • 2020 Private Boards of the Year Award Winners Announced
    Six private company boards will be honored for their business governance excellence at the upcoming 2020 Private Company Governance Summit on September 15-17, 2020, live online.The boards of these companies were selected for recognition:David S. Lapine Company, Inc.The Hussey Seating CompanyDraper a...
  • My Board Journey: PAUL E. ROWSEY, Director, Valaris plc. Chairman, JLB Partners LLC
    Issue: 2020 Annual Report
    By Directors and Boards
    ...
  • We’ve Come a Long Way, But We Aren’t Home Yet
    Issue: 2020 Annual Report
    By April Hall
    Eight years. Women have had the right to vote for 100 years, but it took eight years from the suffragettes first petitions to make it happen.The strategies of suffragettes included pageants staged on the steps of the Treasury Building in Washington to hunger strikes. President Woodrow Wilson was pic...
  • An Inflection Point for Stakeholder Capitalism
    By Seymour Burchman and Seamus O’Toole
    From the Business Roundtable to BlackRock, there’s growing pressure on companies to respect all major stakeholders — employees, customers, suppliers and local communities, as well as investors. Meanwhile, a variety of innovations are effectively making these stakeholders central to long-term company...
  • DIRECTORS TO WATCH: Gender Diversity in the Boardroom
    Issue: 2020 Annual Report
    By Scott Chase
    By Scott ChaseLast July’s presentation of our Directors to Watch Class of 2019, profiling 22 superlative women directors, occurred just days after the law firm Wachtell, Lipton, Rosen & Katz issued a memo citing “board diversity and expanding the pool” as a top priority for publicly traded compa...
  • Revisiting Independence
    By Doug Raymond
    One of the pillars of corporate law is the directors’ fiduciary duty of loyalty to the corporation and its shareholders. In general, the duty of loyalty requires that a director, in making decisions, act on a disinterested and independent basis, in good faith, with an honest belief that the action i...
  • At Your Discretion
    By Greg Arnold and Mark Emanuel
    When and how should directors adjust executive incentive payouts?The coronavirus pandemic gave the global economy an unprecedented shock that has raised the stakes for one of the compensation committee’s most challenging tasks — determining when and how to apply discretion to adjust executives’ ince...
  • Beyond gender diversity
    Issue: 2020 Annual Report
    By Annalisa Barrett and Jose R. Rodriguez
     As board leaders strive for greater diversity among their members, the conversation often focuses on gender. While there are a variety of reasons for attention on gender balance, other aspects of diversity — such as race and ethnic background — also are beneficial in the boardroom. Diversity o...
  • COVID-19: A Catalyst for Change
    “None of what we are going through is comfortable, or fair. And while things will likely get worse before they get better, has America, perhaps, just gotten the wake-up call it needed to get to a better place?” asks Mary Meeker in her recent “Coronavirus Trends Report.”As board members, there are cl...
  • How Vigilant Firms Will Prevail When 'Coronachaos' Subsides
    Vigilant firms are better prepared to absorb the shocks from “Coronachaos” and emerge stronger when the pandemic abates. Firms like Agilent, Intuit, Sysco and Amazon have the leadership orientation, economic resources, managerial talent and organizational capabilities needed to seize emerging opport...
  • “Being Black in Corporate America” Deserves a Response
    By Thomas A. Cole
    Author’s Note: This piece was prepared before the death of George Floyd and the protests and important public discussions that followed. If anything, it is even more relevant now.The Center for Talent Innovation (CTI) recently released a study entitled “Being Black in Corporate America.” The finding...
  • Legal Considerations Before Reopening
    After nearly three months of an unprecedented nationwide shutdown, many states have begun lifting the emergency orders issued to reduce COVID-19 transmission rates. Governors in these states are making calculated decisions, weighing the risks of a spike in infection rates against the risks of furthe...
  • Virtual Governance Summit 2020
    Recently, Directors & Boards hosted a series of once-a-day, one-hour webinars addressing the board's role in rebuilding the company and the economy from the COVID-19 pandemic, from the editors of Directors & Boards and Private Company Director magazines. Each day's session featured key ...
  • How Boards Can Help Navigate Coronachaos
    Few firms were prepared for the black swan named COVID-19. The ferocity of the attack of this virus surprised even the most vigilant of organizations. But some firms will emerge stronger as the shock waves ebb and the extreme uncertainty from lockdowns, economic slumps and frozen markets abates. The...