Governance

A diverse, equitable and inclusive culture contributes to organizations' success by positioning directors and senior executives to add value in evolving markets. Do your board and C-suite measure up? Diversity in the boardroom and the C-suite encompasses such attributes as education, experience, gender, racial and ethnic background, geographic origin, age, digital savvy and specific areas of expertise (e.g., M&A). There...

In recent years, corporate directors have faced an increased risk of shareholder derivative litigation, often based on claims of mismanagement or oversight failures. Insurance premiums have increased in kind, but a recent Delaware Supreme Court decision reverses this trend. Directors’ exposure to potential liability has increased as courts — once more deferential to boards — have increasingly permitted shareholders to...

In the event of Chapter 11 Bankruptcy, creditors often look to recover funds by individually targeting directors or officers (via D&O claims). Those who have a history of bad judgment, lack of dependence or failure to see looming issues could find themselves on the hook.

Implementing an ESG program at your business calls for far-sighted and informed decision-making. But that impulse often lies at odds with short-term fixations on quarterly performance.  This and myriad other quagmires lay in store for those who are tasked with ESG compliance.  ESG — the initials that are transforming corporate missions, purposes and structures, fueled by stakeholder and investor demand....

Per a recent BDO survey, the concerns of many directors remain all-too familiar to compliance departments. Results indicate where leaders plan to divert their resources in the near- and medium-term. A company’s board plays a pivotal role in both compliance and business continuity, which is especially important after the past 18-plus months of disruption have coincided with a push for...

The global pandemic forced many companies to accelerate their digital transformation efforts. As we reflect on lessons of the past 18 months, what must executive management and the board do to continue digital innovation going forward? Most are well aware of the churn in the S&P 500 over time. And many are aware that expected churn in the S&P 500...

Public companies have made strides in increasing the diversity of their boards of directors in the face of pressure from multiple stakeholders, but according to a new analysis of board diversity, there's still a long way to go. The Conference Board (TCB) and ESG data analytics firm ESGAUGE conducted a comprehensive review of board composition, director demographics and governance practices...

Public companies have made strides in increasing the diversity of their boards of directors in the face of pressure from multiple stakeholders, according to a report by The Conference Board (TCB) and ESG data analytics firm ESGAUGE, but they still have a ways to go. The report, Corporate Board Practices in the Russell 3000, S&P 500 and S&P Midcap 400:...

PwC’s 2021 Annual Corporate Directors Survey highlights stark differences in director views compared to prior years in the areas of ESG, diversity & inclusion (D&I) and linking executive compensation to non-financial goals. Directors are once again calling for new faces on boards — with nearly half (47 percent) saying that at least one fellow board member should be replaced, according...

As PwC's 2021 Annual Corporate Directors Survey reveals, societal change is continuing to filter its way into the boardroom, though perhaps in fits and starts. For more than 10 years, PwC's Government Insights Center has gauged the views of public company directors from across the United States, and this year's survey included insights from 851 corporate directors. Key findings include:...

The SEC is exploring new possible mandates around workforce disclosures. That may prove a tall order for businesses in the short term. But with increasing data tying alpha to employee well-being, leaders would do well to preempt these requirements.

The past 12 months have seen a surge in proposals and voting trends related to environmental, social and governance (ESG) matters. Here, experts from Bass, Berry & Sims discuss activity from the Big Three asset managers (BlackRock, Vanguard and State Street) and offer takeaways for public companies in the year ahead.