One of the ongoing questions from members of Board of Directors is how to resolve the tension between oversight and managing. I recently had the opportunity to visit with Joe Howell, the Executive Vice President (EVP) of Workiva, Inc. on this subject...
One factor that reinforces the racial status quo on boards is the way in which new directors are typically recruited. These systems are especially ...
With risk, the writing is always on the wall. We know the storm will eventually come, yet in most cases – when the storm hits – leaders are questioned about why they didn’t take more efforts to plan for a response, build resiliency into their operating models, and proactively avoid risks by creating environments that diminish them...
Leading a startup never has been easy. It’s even tougher under the bright glare of always-on social media and the 24-hour news cycle. As the world launches or moves into new phases of COVID-19 pandemic recovery, tech founders are finding out how much tougher the job can get in hard times...
If you offered any board of directors a management strategy that would allow their company to improve their bottom line, make more informed management decisions, increase their customer base, extend their talent acquisition pool, improve retention and improve their reputation at the same time, you would certainly get their attention...
Being appointed to a board is an honor and a privilege. It’s also a lot of work and carries with it tremendous responsibility. Even in normal times, deciding to resign from your role as an independent director can be a tough decision, but it can usually be done. In some rare cases, however, the act of resigning may be a breach of your fiduciary duty or at least open you up to such an accusation...
The movement for gender diversity on corporate boards has made real progress in the past decade, inching past the long-sought milestone of 20% female representation on Fortune 1000 boards in 2017. But while that effort has always aimed to include women of color, broader racial diversity has never been its first priority...
On July 16, 2020, Governor John Carney of Delaware signed into law House Bill 341 to amend Title 8 of the Delaware General Corporation Law (DGCL) which, among other things, (1) solidifies a pandemic as an emergency situation, (2) expands the special powers of stockholders and directors during such emergency conditions, and (3) allows for the option to use electronic transmission documentation and electronic signatures for the execution of documents (previously limited to hardcopy and manual execution only)...
James Doty, former Commissioner of the Public Company Accounting Oversight Board (PCAOB) was once asked if the Board or its sub-committee which handles audits was a part of a company’s internal financial controls. He answered that yes, he believed that was one of the roles of an Audit Committee or full Board. I had never thought of the Board as an internal control but the more I thought about it, the more I realized it was an important insight for any Chief Compliance Officer or compliance practitioner as it also applies as a compliance internal control...
We believe the limited representation of Black voices in key decision-making processes prevents companies from reaping the benefits of a diverse workforce. It also exposes companies’ reputations to allegations of discrimination, as shown by recent calls on social media to boycott certain businesses after apparently racist behavior of employees were captured on video and shared...
The role of the CISO has never been more appreciated by the boardroom because of Covid. As companies moved to work-from-home practices, hackers worked overtime to capitalize on the chaos, and the CISO was front and center with many corporate boards...
Where does “tone at the top” start? With any public and most private U.S. companies, it is at the Board of Directors. But what is the role of a company’s Board in compliance? First a Board should not engage in management but should engage in oversight of a CEO and senior management. The Board does this through asking hard questions, risk assessment and identification...
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For months, BP had planned this year’s annual general meeting as a sleek presentation. The company’s brand-new CEO would be onstage at London’s ExCeL convention center, trumpeting his green revolution to hundreds of shareholders. But this being 2020, nothing went as planned. When the day of the meeting finally arrived in late May, there was no audience, and no applause...
Our profile in this month’s issue of Activist Insight Monthly is with Jeff Ubben, who recently shocked the activist community by taking his environmental and socially-focused Spring Fund outside of ValueAct Capital Partners, the firm he founded two decades ago. Under a new banner – that of Inclusive Capital Partners – he will have plenty of surprises up his sleeve and...
Recently, NAVEX Global released its 2020 Definitive Risk & Compliance Benchmark Report, an in-depth analysis of the latest industry trends and best practices, based on the survey responses of over 1,400 risk and compliance professionals...
Strong ESG credentials and long-term plans to improve their relationship with society and the environment are increasingly important to ensure companies’ access to capital...
By putting American workers through months of turmoil, the Covid-19 crisis has heightened expectations that large companies will serve the interests of all “stakeholders,” not only shareholders. The Business Roundtable raised such expectations last summer by issuing a statement on corporate purpose, in which the CEOs of more than 180 major companies committed to “deliver value to all stakeholders.”...
They were once the height of controversy. As recently as 2018, even progressive voices railed against quotas. In the winter of that year, The Economist warned that they “were no friend to women”. Quotas distract, its leader argued, “from the bigger challenge of helping women rise on their merits.”...
The Office of Inspector General (OIG) white paper, “ Practical Guidance for Health Care Governing Boards on Compliance Oversight ” (OIG Guidance), provides an excellent road map for thinking about how to structure a Compliance Committee for your Board and a Board’s obligations. As an introduction, the OIG Guidance states that a Board must act in good faith around its obligations regarding compliance...
For the uninitiated, as of right now there are 4,322 private equity firms with over 92,494 portfolio companies listed in the Private Equity Info Database. While these portfolio companies are generally private, their boards often include independent board directors...
As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, we thought it useful to consider in broader context the key issues of corporate governance and investor stewardship today...
Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey signaling potential changes to ISS’s proxy voting policies for 2021. Below we discuss the Global and North American Survey, which highlight the many key corporate governance issues that are top of mind for boards of directors and management today...
