• 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...
  • Observations From Corporate Directors on the COVID-19 Crisis
    'In crisis there is opportunity'As directors of every company grapple with the effects of COVID-19 on their organizations, it is inevitable that corporate governance in general and boardrooms specifically will be forever changed, in ways both big and small. Since the onset of the pand...
  • Directors & Boards Announces New Executive Editor
    Since 1976, Directors & Boards has provided information, insights and tools to meet the changing needs and requirements of boards and the increasing roles and responsibilities of directors. During the COVID-19 crisis we have stepped up our help and support for our director community through incr...
  • Director Pay: Leading by Example
    The COVID-19 pandemic is challenging leadership everywhere. Like political leaders are making difficult decisions and are differentiating themselves through their ability to execute and keep people safe, corporate leaders are forced to make decisions about their employees and business strategies in ...
  • Zoom Shareholder Litigation as COVID-19 Exposes Online Service’s Security Risks
     While much of the country remains under work and travel restrictions designed to contain the spread of COVID-19, lawsuits continue to be filed and a recent action filed against Zoom Video Communications, Inc. may be a cautionary tale for directors and officers about litigious landscape of our ...
  • Why is ESG Material?
    Purpose is at centerstage of complex factors redefining board director oversight. The dramatic shift in defining the purpose of the corporation by the Business Roundtable (BRT) from “shareholder primacy” principle in 1997, to a “commitment to all stakeholders” in 2019, is a pivot point for corporati...
  • Director Data Q2 2020
    Issue: 2020 Second Quarter
    By Directors and Boards
    Leadership Independence for SV 150, Majority Voting for S&P 100Since 2002, Fenwick & West has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick–Bloo...
  • Top of Mind: Dawn Zier, Director, Hain Celestial Group and Spirit Airlines
    Issue: 2020 Second Quarter
    By Dawn Zier
    As we emerge from the pandemic, we will find permanent changes and shifts in the way we do business which will force management teams and boards to navigate a new normal. From dislocation and disruption emerge lessons and opportunities.As a director, I believe boards and management in a post-COVID-1...