• Corporate Activism
    Issue: 2019 Fourth Quarter
    A case study of GE’s stand on bathroom bills and lessons learned.A political stand on LGBTQ rights by GE five years ago met with acclaim in many quarters but also led to criticism from some legislators and to a contentious proposal at an the company’s annual meeting claiming strategic hypocrisy. But...
  • Guns and the Boardroom
    Issue: 2019 Fourth Quarter
    By Jan Alexander
    Why directors can’t sidestep the gun-control debate.Keith Mestrich, the CEO and president of Amalgamated Bank in New York as well as a board member, is no stranger to the gun safety debate.Amalgamated has been a mission-driven bank since its founding in the 1920s, and support for gun control is part...
  • Drowning in Politics
    Issue: 2019 Fourth Quarter
    By Maureen Milford
    Historically, corporate leaders have had to navigate through political waters. A look back may provide a way forward for directors.Facebook chairman Mark Zuckerberg thought he was speaking privately to company employees at an internal all-hands meeting in July when he railed against a plan backed by...
  • Politics and the Board
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    From guns to the impending 2020 elections, boards are plodding through political issues like never before.Whether directors like it or not, politics is increasingly on the boardroom table, and political issues and decisions made by corporate leaders are increasingly in a fishbowl of intense public s...
  • Shifting Leverage in Shareholder Votes
    Issue: 2019 Fourth Quarter
    By Doug Raymond
    Cross currents with shareholder access to company proxies.An incumbent director has powerful advantages in any election contest with a challenger. One of the most significant is that the incumbents’ nominations are included in the company’s proxy statement, and the proxy card that goes to all shareh...
  • DIRECTORS TO WATCH: Diversity initiatives build up steam
    Issue: 2019 Fourth Quarter
    By Scott Chase
    Diversity — gender, racial, ethnic, age — appears on just about every list of key governance issues and concerns for public company boardrooms as we enter the third decade of the 21st century.But making the “top five” on lists isn’t the same as achieving broad consensus on importance and, more preci...
  • Boards Need Tighter Leadership Oversight
    Do You Monitor Your Leaders’ Skills and Capabilities?A company whose board could have benefited from the proactive use of tighter leadership oversight process is Hertz, which was fined this year by the SEC for accounting irregularities that overstated pre-tax income by $235 million. According t...
  • My Board Journey: Lou Miramontes, Director, Rite Aid Corp., Lithia Motors Inc., Oportun Financial Corp.
    Issue: 2019 Fourth Quarter
    By Eve Tahmincioglu
    How did you choose the boards you serve and have served on? I was introduced to one of the boards by a search firm, I was referred to one board by a business colleague and a third board opportunity came from a prior business relationship. For each of the boards, I believed that my skills and experie...
  • 3 Advantages Boards Need to Know About Blockchain
    By Jay Schulman
    Blockchain will change the rules for middle-market companies. The technology creates immutable records, thereby reducing fraud risk, enabling smart contracts and digital currency, and streamlining processes for records, recall information and myriad transactions — across distances.In a fundamental w...
  • Why You Should Add Women to the Board (Even When You Don’t Have to)
    By Jurgita Ashley
    Little is to be gained from adding women to the board purely for the sake of fulfilling a quota. That’s not the reason to wait. This is the case for not delaying to add the women who bring unique experiences and qualifications that align with the company’s current needs and, in turn, can enhance the...
  • The Board’s Role in Cultivating an Inclusive Culture
    Issue: 2019 Fourth Quarter
    “Just selecting a strong group of high-ranking executives doesn’t cut it,” say PwC and Ariel Investments chairmen.By Tim Ryan and John W. RogersMellody Hobson, co-CEO of Ariel Investments and vice-chair of the board at Starbucks and JPMorgan, has consistently talked about greater opportunities for m...
  • Too Much Diversity Talk?
    Study finds director interest in diversity may be fading.Board diversity has been a hot topic of governance conversation for years. But there has been a shift in the narrative as boards (slowly) become more diverse, and many directors seem to want to move on from the conversation.The percentage of d...
  • SEC Moves to Propose Limits on Shareholders' Voices
    Do the new rules modernize investor relations, or undermine executive accountability, and ESG?By Eve TahminciogluThe Securities and Exchange Commission Tuesday voted to propose new shareholder rules that would make it more difficult for investors to try and push companies to make changes, including ...
  • So You Say You Support Diversity?
    A combination of a variety of actions provide a tailored diversity solution.Informed leaders are no stranger to the fact that diversity is a key driver of financial performance, but why do so many diversity and inclusion initiatives fall short?Corporate leaders see the culture around them rapidly ad...
  • Computing Ethics Are a Board Concern
    5 recommendations for directors on where to startIn businesses large and small, the interplay of technology and ethics brings together a modern phenomenon with an ancient obligation. “Every company is now a technology company” is an oft-repeated catchphrase of our digital age. At the same time, the ...
  • Influential Corporate Governance Court Gets Chief Justice Nominee
    Justice Seitz, Jr. nominated to replace DE Supreme Court Chief Justice Strine. Will the court take shareholder or stakeholder approach?By Eve TahminciogluJustice Collins J. Seitz, Jr. was nominated Thursday by Delaware Governor John Carney to serve as the next Chief Justice of the Delaware Supreme C...
  • SEC’s Human Capital Management Proposal
    Could disclosure modernization open the door to a need for more nonfinancial reporting?By Paul Washington and Gary LarkinWith the recent SEC proposal on human capital management (HMC) disclosure, companies have an opportunity to establish an important precedent for reporting on other non-financial a...
  • Sense of Purpose
    Issue: 2019 Third Quarter
    By Robert H. Rock
    On November 20 and 21 Directors & Boards is convening a select group of top public company board members, institutional shareholders, proxy advisors, judicial and governmental representatives and corporate governance thought leaders to discuss the changing character of the modern corporation.&nb...
  • What Directors are Thinking: Raj L. Gupta, DIRECTOR, Arconic Inc. and Dupont
    Issue: 2019 Third Quarter
    By Directors and Boards
    Chairman of Avantor Inc. and AptivFor over two decades, I have served on several public and private company boards spanning various industries and sizes. I have developed a strong conviction that boards and C-suites of public companies can learn a lot from private equity companies. I also believe th...
  • Indemnification Holes After a Company is Sold
    Issue: 2019 Third Quarter
    By Doug Raymond
    Can a buyer cancel insurance, or amend bylaws after a sale?A good directors & officers insurance policy frequently is the first and best line of defense. But what happens to these layered protections when the company is sold? Can the buyer cancel the insurance and amend the bylaws?A recent Delaw...