Governance

PwC and The Corporate Board recently released an executive survey of more than 500 members of public company C-suites, examining the relationship between management and the board. While executives appreciate the freedom their boards offer to run their organizations, many feel the board needs a refresh, with 82 percent of executives responding that at least one director should be replaced. Key...

The Caremark decision set a high bar for plaintiffs to scale in asserting a board’s failure to comply with the duty of care and loyalty standards. As Protiviti’s Jim DeLoach addresses, a 2019 decision applied that standard in ruling for the plaintiff on a critical operational risk matter. A landmark case before the Delaware courts in 1996 was Caremark International....

California’s recently signed Assembly Bill 979 is requiring organizations to diversify their boards of directors. As Michael Volkov writes, the change is not only long overdue, but also in organizations’ best interests. The United States continues to lag in corporate board diversity; many corporate boards are dominated by white males. Progress on this issue has been slow. The number of women...

In a tumultuous year in which a global pandemic, a racial justice movement, and a contentious presidential election have gripped the United States, corporate shareholders are engaged in environmental, social and governance issues as never before, according to a new report by Intelligize, the industry-leading provider of corporate compliance management solutions. This ESG-focused playbook from Intelligize offers a guide to proxy-season...

Today Allianz Global Corporate & Specialty has released a new report on the state of the D&O insurance market. D&O Insurance Insights 2021 highlights market challenges and five D&O mega trends facing companies in 2021. Rising insolvency exposures, growing cybersecurity threats and persistent securities class-action activity are among the key risks for which D&Os could be held liable. In 2021, companies also need...

California recently passed legislation requiring boards to appoint underrepresented individuals in a phased-in process, with the goal of increasing diversity in business leadership. Withers’ Brooke Schneider considers how the law will impact companies headquartered in California. Hard on the heels of racial discord in the United States and the Black Lives Matter movement, the California legislature has taken another step...

Dottie Schindlinger and Kira Ciccarelli from the Diligent Institute detail how the lingering effects of the pandemic are changing board member priorities based on extensive and ongoing conversations with directors. As timelines for the pandemic continue to lengthen, recent statements from health officials now indicate that a vaccine may not be widely dispersed until next year. Board members have been...

A deadly pandemic, an economic crisis, social unrest and a contentious U.S. presidential election – these are some of the unprecedented challenges facing corporate boardrooms in 2020. So, how well have boards done in responding? Paula Loop analyzes results from a recent PwC report. The COVID-19 pandemic and the economic turmoil it has caused have presented companies with unprecedented challenges....

Deloitte and the Society for Corporate Governance are pleased to announce the collaborative launch of the Board Practices Quarterly, a new series of periodic reports based upon brief surveys of Society members. The Quarterly replaces the long-standing Board Practices Report to offer insights and benchmarking data more frequently. The landmark events of 2020 surrounding systemic racism and racial equality have led many companies...

Bookended by a global health emergency and a contentious U.S. election, with a new era of social unrest erupting in between, 2020 has brought rapid change and historic disruption to all areas of the economy and life in general. Corporate boardrooms felt the impact as well. PwC's 2020 Annual Corporate Directors Survey highlights some ways directors are rising to the...

As the world starts to accept the possibility of the pandemic as a long-term reality, corporate boards have begun to consider the immediate and permanent changes that may be required in the workplace. BTG Legal’s Prashant Mara discusses the key choices companies may face and provides guidance on how they can best implement their decisions. COVID-19 continues to disrupt the...

2020 has become one the most disruptive years in history. A global pandemic, wildfires, drought and social upheaval brought on by police violence and the greatest recession since the Great Depression. Risk management has never been more important. Global Compliance Associates, LLC, an enterprise risk management consulting firm, has conducted a first-of-its-kind study examining advancements in risk performance of corporate...