Across the Board
Ben & Jerry’s Board Tensions Deepen in Director Dispute with Magnum
Independent directors say director nominee was rejected without justification
“Ben & Jerry’s independent board members accused parent company Magnum Ice Cream of blocking their attempts to appoint a former employee as a director, according to a court filing, the latest sign of tensions between the brand’s board and its owner. The complaint—filed Sunday in the U.S. District Court for the Southern District of New York—is the latest in a string of legal moves by Ben & Jerry’s independent directors against the business’s owner after Magnum in December introduced new requirements on the board that led to the ouster of its chair and two other members…. The filing said the independent directors requested on Dec. 11 that Magnum appoint Ben & Jerry’s veteran and former global social mission director, Chris Miller, to the independent board. The nomination was initially welcomed by Magnum Chief Executive Peter ter Kulve, according to the filing…. Then, the company reversed course on Dec. 15, claiming that Miller wasn’t properly appointed, the filing said. The filing also said that Magnum told the independent directors they were required to inform the company about the steps they had taken to confirm Miller’s eligibility.” WALL STREET JOURNAL
Apple Scales Back Diversity Language for Board Director Nominees
Apple removes language on board diversity from latest proxy statement
“Apple Inc., catching up with many of its peers, has curtailed most references to “diversity” in annual meeting materials, including from the criteria for considering new board candidates. The company’s Jan. 8 proxy statement says the board’s nominating committee will include in candidate pools people with a “broad range of skills, backgrounds, and experiences.” That’s a step back from language used in last year’s proxy, which included commitments to actively seek out people who will contribute to board diversity. Apple filed its previous proxy statement in early January 2025—shortly before President Donald Trump’s inauguration…” BLOOMBERG LAW
From AI to Uncertainty: The Issues Boards Must Face in 2026
As disruption accelerates, boards will be called on to connect the dots, linking emerging risks like AI’s impact on the workforce to long-term business strategy
"Disruption, volatility, and uncertainty will continue to test board agendas in 2026, upending the assumptions that have long driven corporate thinking—particularly the role of government, geopolitical norms, and the pace of technological change. Economic uncertainty, recession risk, the cost of capital, advances in artificial intelligence (AI), elevated cybersecurity risk, climate severity, policy gridlock, and more, will continue to add to the challenge…. The pressure on management, boards, and governance will be significant…. The unprecedented combination of uncertainties, risks, and volatility call for deeper board engagement in strategy and evolving business contexts. The Trump administration’s policy positions on tariffs, trade, immigration, tax, and regulation more generally are reshaping the economic, geopolitical, and risk landscape— leading to action and reaction elsewhere around the globe.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
The Brain Behind the Boardroom: Decision-Making Under Pressure
Our brains aren’t designed to absorb everything; they’re built to filter out the noise and zero in on what feels most important. In the boardroom, that same instinct shapes which metrics, risks, and people get attention and which get overlooked
“Corporate boards are operating in a period defined by persistent uncertainty and volatility. Directors are asked to make consequential decisions under heightened scrutiny yet the information available to guide those decisions is often incomplete, ambiguous, or evolving. In this context, directors need new ways of thinking about how they—and their boards—make decisions. While board discussions center on core elements of governance, this otherwise sensible focus can neglect a simple truth: every decision in the boardroom is made by a group of individual human beings, each influenced by emotion, bias, and social dynamics. Neuroscience can provide a powerful lens for a better understanding of many of these human factors.” PWC
Why Smarter Boards Will Lead Differently in 2026
Strategic leadership in 2026 means boards must do more than approve the destination, they must help steer through uncertainty
“2025 was a stress test for leaders - in executive and board governance roles across global organizations. The ongoing state of permanent crisis requires leaders to break with traditional approaches to strategy, challenge existing models and frameworks, creating new ways of making decisions. The big areas of caution for organisations, go beyond operational into strategy requiring board members and executive leadership teams to align on what they prioritise challenges and agree on how they deal with volatility and uncertainty…. Among the S&P 500 companies, 84% reported AI disclosure at board level in reflecting heightened scrutiny from investors and stakeholders. Simultaneously, economic instability is also impacting the United States, with 717 corporate bankruptcies, the highest rate in fifteen years. You may be familiar with the well-worn phrase; ‘When America Sneezes, the rest of the world catches a cold.’ The specific challenge for leaders is to minimise the impact of American turbulence into a sniffle.” FORBES
The CEO’s Playbook for Difficult Board Directors
Challenging personalities at the board table are inevitable, what sets strong CEOs apart is how they respond
“Ideally, board meetings feature thoughtful and challenging engagement between the board and CEO as they execute a fundamental responsibility: to lead their company toward sustained value creation. However, board and CEO dynamics often fall short of this ideal. Frequently, the human element in the boardroom is the key issue. Some directors have bad habits, and some boardrooms have processes and a culture that are ineffective. One in 3 public company directors and 1 in 5 private company directors noted the impact of problematic individual directors in surveys conducted by the National Association of Corporate Directors (NACD). For example, the ‘inability to navigate diverse perspectives to reach a consensus’ and ‘lack of agreement regarding how directors should interact and behave’ were cited by nearly a quarter of respondents to a 2023 NACD survey on boardroom culture.” MIT SLOAN
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