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Latest Articles

  • The Right Stuff

    Issue: 2021 Fourth Quarter
    By: Erin Essenmacher

    Boards are rethinking director qualifications.  

  • Before You Look to Add DEI to Incentives, Check the Board Dialogue

    Issue: 2021 Fourth Quarter
    By: Margaret Hylas

    A DEI program needs specific goals to be meaningful.   

  • Advance Waivers of Dissenters’ Rights

    Issue: 2021 Fourth Quarter
    By: Doug Raymond

    A recent Delaware case affirmed the legality of these waivers.    

  • Letter from the Chairman: Our Personal Mount Rushmore

    Issue: 2021 Fourth Quarter
    By: Robert H. Rock

    For my wife, Caro, and me, Thanksgiving is our favorite holiday, an unpretentious celebration of good feeling, good fellowship and good food, without ceremony, gifts or spectacle.

  • Endnote: What's in a Name?

    Issue: 2021 Fourth Quarter
    By: April Hall

    Theranos’ founders weren’t looking for guidance. They were looking for influence.    

  • Editor's Note: Enron at 20

    Issue: 2021 Fourth Quarter
    By: Charles Elson

    This fall marks the 20th anniversary of the collapse of Enron, perhaps one of the most significant and far-reaching corporate scandals of the last few decades. No similar corporate downfall has had so much impact on the regulatory framework affecting corporate boards.

  • Directors to Watch: Diversity, Equity and Inclusion in Executive Pay: Boards Are Testing the Waters

    Issue: 2021 Fourth Quarter
    By: Margaret Hylas

    Companies are increasing their efforts to promote diversity, equity and inclusion (DEI). One visible way some companies are showing their commitment is by linking DEI progress to executive pay.  

  • Directors to Watch 2021 Rank Top Issues for Public Company Boards

    Issue: 2021 Fourth Quarter
    By: Scott Chase

    In a straw poll conducted just a few weeks ago, our racial and ethnic diversity Directors to Watch class of 2021 ranked the importance of 10 top issues facing public company boards as the world looks forward to a new year.

  • Directors to Watch: Action Remains Slow Despite Wakeup Call on Board Diversity

    Issue: 2021 Fourth Quarter
    By: Kavitha Prabhakar

    The events of the past two years have served as a reckoning on societal and racial issues in corporate America. As stakeholders continue to demand change, businesses are increasingly expected to serve their workforce, the communities they operate in and their bottom line.

  • Directors to Watch: Four Rising Board Topics

    Issue: 2021 Fourth Quarter
    By: Sheila Hooda

    I was named a Director to Watch in 2016, and in the five years since, corporate governance has been reshaped by the convergence of disruptions led by rapid technology and digital transformation, climate change, evolving customer sentiments, changing workforce needs, supply chain fragility, inve

  • Directors to Watch: Extensive Board Service Means Constant Learning

    Issue: 2021 Fourth Quarter
    By: Angela Brock-Kyle

    I joined my first public company board in 2014 and currently serve on the boards of a large family-owned company, a mutual fund complex, two private start-up boards and a significant nonprofit pension board.

  • Directors to Watch 2021: Ethnic and Racial Diversity in the Boardroom

    Issue: 2021 Fourth Quarter
    By: Scott Chase

      Ethnic and Racial Board Composition Shows Slow Growth Companies that don’t accelerate the process will suffer.    

  • The Legislation That Created Modern Governance

    Issue: 2021 Fourth Quarter
    By: April Hall

    Three bills aimed to lay the foundation for corporate accountability and transparency.     Three foundational federal corporate laws passed over the last 45 years shared a key goal: to renew the public’s trust by strengthening corporate transparency.

  • The Impact of the Foreign Corrupt Practices Act on Corporate Boards

    Issue: 2021 Fourth Quarter
    By: Michael Marquardt

    “Tone at the top” now includes ensuring business dealings are ethical and bribe-free.   

  • The Lasting, Positive Impact of Sarbanes-Oxley

    Issue: 2021 Fourth Quarter
    By: Michael W. Peregrine

    SOX’s effect on corporate accountability is far-reaching and effective.   

  • Dodd-Frank and Corporate Governance

    Issue: 2021 Fourth Quarter
    By: John Mark Zeberkiewicz

    The law of unintended consequences?  

  • Book Review: The Board Member’s Guide to Risk

    Issue: 2021 Fourth Quarter
    By: Howard Brod Brownstein

    The Board Member’s Guide to Risk is a “must-read” for board members of all levels of experience, on boards of all types. Written by David R.

  • Chair and CEO: To Split or not to Split?

    Issue: 2021 Fourth Quarter
    By: Beth Braverman

    This so-called best practice isn’t yet universal.     In September, insurance giant AIG became the latest high-profile corporation to bestow the additional title of chairman on its CEO, Peter Zaffino.   

  • The FCPA-SOX-Dodd-Frank Trifecta

    Issue: 2021 Fourth Quarter
    By: April Hall

    A roundtable discussion on the three laws that make board service what it is today.   

  • What He Taught: An Homage to Jim Kristie

    Issue: 2021 Fourth Quarter
    By: Alexandra Reed Lajoux

    The longtime editor of Directors & Boards, who died earlier this year,helped others to shine.  

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