Governance

The job of CEO has become so complex that boards can no longer play a passive role as a collection of the CEO’s best friends, rubber-stamping management’s decisions. A new Deloitte CEO-Board study released today suggests that many of these leaders are looking to their boards for help, validation for their changing business models and vision for the future. The...

Henry Wolfe considers why, although CEO selection is one of the most important responsibilities of a public company board, boards are underperforming on this point (and many others) due to the suboptimal governance model. On May 24, the New York Times published an article titled “It’s Never Been Easier to Be a CEO, and the Pay Keeps Rising.” The section...

In this fourth installment on D&O liability from Fox Rothschild’s Stephanie Resnick and John Fuller, the authors explore the importance of having a diverse board to address the challenges posed by various social issues. with co-author John Fuller Why Is Diversity Important? As with the social issues discussed in prior articles, diversity is quickly evolving from an aspiration for equality to...

More than half of all shareholder proxy proposal exclusions allowed by the SEC are based on Rules 14a-8(i)(7) and 14a-8(i)(10), according to research and analysis in our new whitepaper. In this whitepaper, Intelligize’s Rob Peters and Alyson Clabaugh leverage public company filings and SEC correspondence available in Intelligize’s No-Action Letters database to examine and visualize discernible and instructive trends over the last...

Inclusion must be a strategic priority. Experts at Deloitte discuss how to immediately begin to cultivate an inclusive culture in the organization.

BDO’s Amy Rojik outlines the key shareholder concerns that corporate management and boards of directors should be prepared to address.

Executive coach and strategic advisor Amii Barnard-Bahn provides guidance on how executives can prepare for a board appointment: Start by following the 10 steps outlined here.

Last year, BlackRock CEO Larry Fink announced the global investment firm’s intention to consider companies’ social missions in determining who would get their investment dollars. Phil Brown, Intelligize’s Chief Strategy Officer, shares how this move indicated a growing wave of third-party stakeholders exerting influence over organizations. It was the shot heard ‘round the business world: In a 2018 letter to...

What’s wrong with director selection at public companies? Looking through the lens of GE’s board composition and recent struggles, Henry D. Wolfe explains that we are often looking at the wrong criteria for board selection. The public company governance model in regard to company performance and value maximization is, at best, suboptimal. This includes, but is not limited to, director...

State Street Global Advisors (SSGA) has recently compiled a framework for boards of directors to follow in aligning corporate culture with long-term strategy. In the latest white paper from Tom Fox, he shares an enlightening conversation with SSGA’s Rakhi Kumar and a prescription for board engagement in assessing and monitoring culture. Instant Download: Read it Now Can’t see the download...

On the whole, boards don’t have a great grasp on technology-related risks, and conveying those threats to nontechnical professionals can prove challenging. Protiviti’s Jim DeLoach discusses how to have the conversation in the context of strategy, risk mitigation and impact to the business model. We often receive feedback from board members that they are not satisfied that they understand the...

The CII Research and Education Fund (CII-REF), a subsidiary of the Council of Institutional Investors (CII), has issued a new report highlighting best practices in disclosure of the processes by which corporate boards evaluate themselves. The report focuses on seven aspects of disclosure that investors value highly and provides examples of each from 2018 proxy statements of 10 companies: Allstate, Bank of America, ConocoPhillips, Exelon,...