Governance

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Institutional Investors Turn Up Pressure on Companies to Embrace Diversity

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...

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Focus on Competence, Not Independence, to Solve Problem with Director Selection at Public Companies

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...

Boards and Corporate Culture: SSGA Framework

Boards and Corporate Culture: SSGA Framework

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...

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Briefing the Board on Technology Matters

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...

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CII-REF Guide to Disclosure of Board Evaluation Processes

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,...

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Managing Potential Board Liability for Evolving Environmental Risks

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,...

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ESG Trends From the 2018 Proxy Season

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’s 2018 Annual Corporate Directors Survey

PwC’s 2018 Annual Corporate Directors Survey

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...

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