• Two Views: Government-Corporate Partnerships: Yea or Nay? "The World's Stage"
    Issue: 2021 Second Quarter
    By Norman R. Augustine
    My three careers have been in business, government and academia. I have found each to be populated with many extremely talented and dedicated individuals. But these key elements of America’s economy seem to have evolved a relationship that resides somewhere between disconnected and adversarial. As a...
  • Taking a Stand: How and When Should Companies Speak Out on Political Issues?
    Issue: 2021 Second Quarter
    By Margaret Steen
    When the nation was riveted by protests over police killings, should companies have added their voices to the discussion? Should every company have an official and public position on sustainability?Questions like these are arising with increasing frequency, as companies find themselves under pressur...
  • The ‘Elephant in the Room’ is Getting Bigger: Short-Term Bias in a Post-COVID World
    Issue: 2021 Second Quarter
    By Keith Johnson and Kenneth McNeil
    Short-term bias in corporate thinking is still the “elephant in the boardroom.” Everyone knows it is there. And everyone knows that, in the post-COVID world, short-termism in corporate decision making is as problematic as relying on a 3-mile radar for a supertanker. Yet most corporations have a stra...
  • Special Purpose Acquisition Companies: What Directors Should Know and Why
    Issue: 2021 Second Quarter
    By Karim Anani and Alex Zuluaga
    The use of special purpose acquisition companies (SPACs) has become an increasingly popular route to the public markets, and there appears to be no sign this will slow down. In 2020, SPACs netted record-breaking IPO proceeds of over $50 billion, and the more than 60 completed and announced SPAC merg...
  • 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...