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One Capitalist Response to Black Lives MatterIssue: 2020 Fourth QuarterA number of leading capitalists assert that our economic system is “frayed” (Jamie Dimon, CEO of JPMorgan Chase), “broken” (Ray Dalio, founder of Bridgewater Associates) and even “dead” (Marc Benioff, founder of Salesforce). As a result, there has been a resurgence in corporate focus on “stake...
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Can Your Compliance Program Pass the Test?Issue: 2020 Third QuarterRecent days have convincingly demonstrated the importance of the board’s risk oversight obligations, as the impacts of the COVID-19 pandemic spread and cascaded globally. Under the In re Caremark International line of cases, the board should be aware of the types and magnitudes of the principal risk...
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Managing Data-Related Enterprise RisksAs COVID-19 continues to disrupt and challenge “normal life” around the world, the pandemic has also emboldened cybercriminals and nation-state actors to adapt and strengthen their targeting of various organizations. These include companies operating in the healthcare and medical research sectors, s...
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Where in the World?Issue: 2020 Third QuarterAmbassador Philip Lader weighs in on specific geopolitical risk questions for the United States.ChinaHow should the United States manage its strategic competition with China? What can be done regarding tariffs on Chinese imports, currency manipulation, export subsidies, Hong Kong and Taiwan, America...
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What Faces the Nation After the ElectionIssue: 2020 Third QuarterEspecially amidst the pandemic, Nov. 3’s outcome will have starkly consequential geopolitical and commercial impact says Phil Lader, former U.S. ambassador to the UK and Clinton cabinet member who has served on boards of several international public companies, think-tanks and nonprofits. Here are so...
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Geopolitics in GovernanceIssue: 2020 Third QuarterBoards can little afford relegating anticipation of tomorrow’s international news to scriptwriters of screen life’s “Homeland,” “24” and “Madame Secretary.” For the organizations directors serve, the significance of geopolitics, broadly defined, can be momentous.Effective directors must contin...
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School’s ‘In.’ Are Women Out?Issue: 2020 Third QuarterCan you afford to lose gender diversity?While working parents are used to juggling the needs of both their children and their office, attempting to work from home during a pandemic has presented a slew of new challenges. Young children need support for virtual learning, and of course, there are the ...
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Book Review: Gloom to Boom: How Leaders Transform Risk into Resilience and Value by Andrea Bonime-BlancIssue: 2020 Third QuarterAndrea Bonime-Blanc, a well-known writer and speaker in the corporate governance community, wrote Gloom to Boom: How Leaders Transform Risk into Resilience and Value (Routledge, 2020) in 2018-19, before the COVID-19 crisis. A global pandemic was just a possible item on lists of theoretical atypical ...
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A Bad Reputation Is a Governance RiskIssue: 2020 Third QuarterStakeholder disappointment and anger over a succession of failures by companies to anticipate, mitigate and respond to the impacts of reputational crises — including COVID-19, social justice issues, privacy breaches, sexual harassment and abuse in the workplace — have propelled a tsunami of reputati...
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Board Priorities: Now What?Fantastic considerations of “V-shaped” recoveries and a return to the pre-pandemic, pre-social unrest society of 2019 are finally yielding to the realization that the world will never be the same — too much has happened to too many. Today, risk management gives way to uncertainty management. Hence, ...
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Charting a New CourseIssue: 2020 Annual ReportJohn Chidsey has both depth and breadth to his 25-year career. Currently the CEO of Subway, the privately owned franchiser of Subway sandwich shops, he was formerly the chairman and CEO of Burger King, a public company. He helmed Avis and Budget car rental companies and Jackson Hewitt, a tax-prepara...
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Two views — Reopening Risk: What are the legal liabilities?Issue: 2020 Annual ReportMany 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 further economic decline and other adverse effects of lockdown orders. Bu...
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Two Views — Reopening Risk: What are the legal liabilities?Issue: 2020 Annual ReportThe world is facing an unprecedented pandemic and economic crisis. Our rules of social and business interaction are in flux. Markets gyrate wildly on random news. In some ways, stockholder lawsuits seem misplaced.A board should be safe legally if it acts sensibly in “reopening.” However, it is impor...
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Retaining Top Talent and Building Bench StrengthIssue: 2020 Annual ReportWhen the history books chronicle the performance of corporate America during the COVID-19 pandemic, they’re likely to detail which captains of industry were wearing a swimsuit when the tide went out, to borrow a phrase from investor Warren Buffett.The pandemic has thrown into stark relief the crucia...
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Where Does ESG Fit in Times of Crisis?Issue: 2020 Annual ReportBusiness, legal and governance journals are replete with articles illustrating how crises reveal the true character of companies and their leaders. The COVID-19 pandemic and social unrest sparked by deadly police brutality against minorities confirm that this adage holds just as true when it comes t...
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Supporting Black Leaders in Corporate AmericaIssue: 2020 Annual ReportAuthor’s Note: This essay 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...
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Working Inside the System: Black directors stand up for the future of corporate America.Issue: 2020 Annual ReportThe death of George Floyd, caught on camera, became a tipping point for some of the world’s largest companies, as they released a variety of statements about police brutality, racism and diversity. But if these statements are to be more than mere public relations moves, corporate America will have t...
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What’s Next? Directors face a host of questions in reopening and recovery.Issue: 2020 Annual ReportWhile the world still reeled from the COVID-19 pandemic that brought economies to a halt, passionate protests broke out against racial injustice following the death of George Floyd in Minneapolis, and the subsequent charges against a police officer responsible for that death. Either event would be c...
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Board Considerations: Returning to the Workplace and Navigating the “New Normal”Issue: 2020 Annual ReportBoth experienced directors, Nina Henderson and Jim Hunt agree that when it became clear that COVID-19 was going to upend the businesses on whose boards they serve, it became an “all-hands-on-deck” situation involving shutting down sites and converting to a work-from-home model for most employees.Hun...
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Compensation Issues in the Recovery: Setting CEO and Senior Management CompensationIssue: 2020 Annual ReportCompensation during recovery from COVID-19 will be under great scrutiny, whether it’s from actions by executives and directors to reduce their own pay, short-term and long-term incentive considerations, or the recalibration of metrics for near-term incentives. This scrutiny will come from both inter...