• 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.  

  • Private Boards’ “Inflection” Moment

    Issue:
    By: Abby Adlerman

    The scenario: A health diagnostic company’s product strategy is to “fake it till you make it,” its employees are expressing concerns over leadership and a multimillion-dollar distribution deal puts bad data in the hands of patients.

  • Revaluing Assets and Liabilities When Paying Dividends or Repurchasing Shares

    Issue:
    By: Doug Raymond

    Delaware provides new guidance for boards.  

  • Strategic Planning: How to Create Alignment Between the Board and Management Team

    Issue:
    By: Michael Mendes

    Creating alignment between managements strategic plan and the vision of the board of directors is critical to enable the success of a high-performance organization. Developing a streamlined and efficient process that yields a succinct strategy is the byproduct of truly exceptional planning.

  • Upheaval: Healthcare Boards Embrace Pandemic-Driven Change

    Issue:
    By: Jena Abernathy

    The COVID-19 pandemic upended the healthcare industry and accentuated its shortcomings. But the pandemic also catalyzed innovation, forcing healthcare boards to orchestrate change with speed, agility, and flexibility.

  • Board Assessments: Report Card or Board Team-Building Exercise?

    Issue:
    By: Beverly Behan

    Every year, boards of directors around the world undertake what for most is a lackluster exercise — the annual board assessment. Assessments were largely considered and designed as a compliance vehicle when they were initially mandated by the New York Stock Exchange in the early 2000s.

  • What Board Members Need to Ask Management About Supply Chains

    Issue:
    By: Amy Brachio

    To put it mildly, it hasn’t been an easy time for anyone in logistics. The COVID-19 pandemic continues to keep supply chains tangled, and risks, including extreme weather events, have begun to look less like outliers and more like harbingers of an unpredictable future.

  • International Group to Create Global ESG Standards

    Issue:
    By: April Hall

    In connection with the United Nations Conference of the Parties on climate change in Glasgow, Scotland, an international organization announced its formation via the merger of several smaller groups to create standardized global ESG metrics and reporting frameworks.

  • Sustainability is a core business imperative

    Issue:
    By: Laura Sanderson

    Sustainable business practices result in improved financial performance, and leaders — including board members — must be able to explain to their stakeholders what role the organization plays in addressing societal challenges.

  • Educational Updates for the Board

    Issue:
    By: Mark Richards

    After 15 years of governance experience, I’m still surprised at the lack of awareness many board members have around the importance of continuous education. Maybe I shouldn’t be so astonished.

  • A New TSR for Boards: An argument for focusing on talent, strategy and risk.

    Issue: 2021 Third Quarter
    By: April Hall

    A new book by three governance experts argues that boards should focus on a new kind of TSR.

  • Serving the CEO: The board can and should take items off the CEO’s plate.

    Issue: 2021 Third Quarter
    By: Beth Braverman

    Irene Rosenfeld said in 2015 that, as CEO of the global snack maker Kraft/Mondelez, she spent a quarter of her time dealing with activist investors Nelson Peltz and William Ackman.

  • Can Any Board Member Ever Be Truly Independent?

    Issue: 2021 Third Quarter
    By: April Hall

    Both the NYSE and Nasdaq require the boards of listed companies to have a majority of independent directors and audit committees that are composed solely of independent board members.

  • Strengthening the “Pro” in Professional Director

    Issue: 2021 Third Quarter
    By: Nell Minow

    Lord Boothby, a former Tory member of Parliament, described his experience as a corporate director to TIME magazine in 1962: “No effort of any kind is called for. You go to a meeting once a month, in a car supplied by the company. You look grave and sage.

  • Benefit Corporation Law and Governance: Pursuing Profit with Purpose

    Issue: 2021 Third Quarter
    By: Howard Brod Brownstein

    In his book, Benefit Corporation Law and Governance: Pursuing Profit with Purpose (Berrett-Koehler Publishers, 2018), Frederick H.

  • The Promise and Peril of the Institutional Investor

    Issue: 2021 Third Quarter
    By: Charles Elson

    The rise in prominence and influence of the institutional investor over the last 30 years has been the source of great good for the American corporate scene.

  • My Global Village

    Issue: 2021 Third Quarter
    By: Robert H. Rock