Governance

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,...

Growing Risks for Directors and Officers In the third of a series of articles discussing emerging theories of liability for directors and officers Stephanie Resnick, Philadelphia Office Managing Partner and Chair of the Directors’ and Officers’ Liability Practice Group at Fox Rothschild, and John Fuller, an associate and member of the Directors’ and Officers’ Liability Practice Group at Fox Rothschild,...

7 Steps to Minimize Risk Today’s boards are increasingly aware of the significance and scrutiny given to their oversight obligations in the #MeToo era. Depending on the soundness and swiftness of their actions, an organization can be seen as capable and intent on "doing the right thing," or it can appear to be slow to act or even unresponsive when...

Report Reveals Increased Focus on Environmental, Social, Governance Issues The proxy season for 2018 has shown trends that shareholders are increasingly investing in environmental, social and governance (ESG) issues. How do companies address these issues? In addition to traditional investor relations dialogue with portfolio managers, companies should initiate governance, stewardship and proxy voting teams. Read more on the top 2018...

PwC has just released its Annual Corporate Directors Survey, and the results show that board members are increasingly aware that they must address key issues that have dominated the nation’s psyche. This survey of more than 800 U.S. board directors reveals that the percentage of directors saying issues like health care availability, human rights and income inequality should be critically...

The Impact of BPM on Organizations Regulations and compliance are some of the most important topics of discussion in the marketplace today, yet dozens of companies are hit with fines simply because they are unable to prove they are in compliance. Business process management (BPM) is enabling companies to more adequately manage their vendors, employees and C-suite, and it assists...

This is the first in a series of articles covering the various ways directors and officers can be liable. Here, Stephanie Resnick, Philadelphia Office Managing Partner and Chair of the Directors’ and Officers’ Liability Practice Group at Fox Rothschild, and John Fuller, an associate and member of the Directors’ and Officers’ Liability Practice Group at Fox Rothschild, explore the issue...

Ethics and compliance are far too often neglected by boards at big firms, even though it's settled law and policy that boards are required to oversee company compliance. In fact, a survey of 26 past and present Chief Ethics and Compliance Officers reveals that most feel their boards don't fully understand the ethics and compliance programs they should be overseeing...

What Boards Should Know As corporate scandals hit the headlines, boards of directors must often answer questions about their own engagement and oversight. Could they have known more sooner? With just a few attorneys directing search experts in an investigation of small collections of data, a preliminary micro-investigation can help provide directors with an answer to the question, "do we...

And What You Can Do About It With Audi’s CEO arrested for fraud, it’s time to shine the spotlight on corporate governance. Inexperienced leaders, confusion over the role of governance and a lack of commitment means that time and time again, we see the same mistakes made by companies across all industries. This article shares three mistakes companies make when...

Independent Oversight Meets the SEC Ron Kral discusses the the emerging trend of cybersecurity committees that are being created as companies recognize the need to create independent oversight of cyber risks. Cybersecurity risks pose grave threats to investors, our capital markets, and our country. This is the opening sentence of the SEC’s Interpretive Guidance on Public Company Cybersecurity Disclosures dated...

Senator Russ Feingold discusses McCain-Feingold, Citizens United and the vast, opaque sums involved in US politics today.