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[Editor’s note: the following excerpt appears in Directors & Boards Third Quarter 2015 issue.]


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Risk mania has taken over the corporate governance discussion today but defining risk and figuring out how to deal with it can be dizzying for boards.

Dinesh Paliwal, the chief executive officer of Harman, a wholly owned subsidiary of Samsung Electronics Co., who serves on the boards of Bristol-Myers Squibb, Nestlé and Raytheon Company, has a simple definition that guides his work. Risk, he says, comes down to two core considerations — “performance and reputation.”


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America is experiencing record growth which has provided abundant jobs, wage growth and wealth generation for a majority of Americans. Yet income inequality and wealth disparity are alarmingly high, bringing into focus the challenge of attaining fair, equitable and sustainable growth as well as placing focus on the fundamental purpose of a corporation and the primary role of the board. The liberal left, notably Elizabeth Warren, a U.S.


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As most board members know, environmental, social and governance issues (ESG) are all the rage, with institutional investors putting pressure on public companies to think beyond maximizing value for shareholders by adding a focus on the impact of the corporation on its other stakeholders — including employees, customers and communities. But what does that really mean, and how can it be measured, much less sustained? Ultimately, does this ask boards for something that they can’t possibly deliver?