DIRECTOR'S DOMAIN: Risky business. In 2020, society as a whole and corporations in particular got an up-close look at how under-appreciated risks can wreak havoc. Now research suggests that even as financial risk from ESG issues rises, many boards have yet to focus their attention on material ESG issues, in part because they lack expertise in those areas. Investors, meanwhile, are only upping the pressure on companies to take action on climate risk, diversity, and more. One place boards are putting their attention: executive compensation and how to account for goals missed in 2020 due to the Covid downturn. Apple says it will now tie bonuses to ESG targets. For those aiming to help their organizations improve outcomes around diversity, equity and inclusion, a Harvard Business Review article offers solid suggestions. Continue Reading

DIRECTOR'S DOMAIN: Speaking up. Business leaders have launched a forceful response to last week's riot at the U.S. Capitol and related activities, with some of the largest American companies retracting funding from politicians who objected to the Electoral College certification. Organizations across all sectors announced they have ended long-standing business relationships with the Trump Organization. Social media companies weighed in, banning the President from their platforms, while Apple, Google and Amazon denied the ultra-conservative alternative social network Parler access to their services. Unsurprisingly, a recent study shows that more people trust business than they do government or the media. Meanwhile, another study suggests many boards do not have the experience required to oversee climate risk, while State Street increases the pressure on companies to improve diversity and inclusion metrics, and 2021 starts with some notable CEO musical chairs. Read More

DIRECTOR'S DOMAIN: Happy New Year from all of us at Boardspan. It's certainly been an unusual and unsettling start to the year: The riot in the Capitol, raging pandemic, and impending transition of power in Washington have set a chaotic tone with much still unknown. Still, savvy boards will be focused not only on current affairs, but on arising risks and opportunities. As an observer notes, the role of corporations has forever been changed by the pandemic and expectations that companies engage on issues previously handled by government. Corporate leaders have become overtly active in politics. After years of social activism, tech workers at Google have formed a union. Yes, we are living through interesting times... and more than ever boards need the wisdom, grit, and strategic thinking to help their organizations navigate these choppy waters, while charting the course ahead. Some of our best advice for managing crisis is captured in the final article of this issue, which we shared at the start of the pandemic and seems appropriate to revisit today. Despite the present uncertainties, we welcome a new year of opportunity for positive change and, as always, we look forward to hearing how we might help you and your board do its best work. Read More

DIRECTOR'S DOMAIN: Unpredictability: call it the theme of 2020. A massive cyberattack penetrates government agencies and corporations, with hackers co-opting the very cyberdefense tools employed by those organizations to mount their attacks. A new study reveals that despite the economic hardships suffered by many, 45 of the 50 largest U.S. companies have turned a profit during the pandemic. D&O insurers foresee rising numbers of insolvencies, cyberattacks, and class action suits on the horizon. Meanwhile, McKinsey apologies for its role in the opioid crisis, the Volkswagen board rallies behind the CEO and embraces a shift toward electric vehicles, and Exxon, bowing to activist pressure, agrees to reduce greenhouse emissions. Read More

DIRECTOR'S DOMAIN: Busy season for regulators: The Federal Trade Commission and 48 states file lawsuits accusing Facebook of illegally eliminating competition through its purchases of WhatsApp and Instagram. The suits seek to prove that the social media giant has unfairly acquired monopoly status, which some see as similar to a Justice Department suit recently brought against Google that accuses it of monopolizing search. Observers suggest a rise in ESG disclosure requirements under the incoming Biden Administration. Meanwhile, Nasqaq's proposal to require more board diversity, along with California's new board diversity law, is expected to prompt boards to look beyond "the usual suspects" and seek out fresh board talent. (See Boardspan CEO Abby Adlerman's comment on the subject in the Business Insider article below.) Read More

DIRECTOR'S DOMAIN: Climate of change. This week: Nasdaq proposes requiring companies listed on the exchange to maintain diverse boards or risk being delisted; the SEC will need to approve the rule, which is already drawing praise from the U.S. Chamber of Commerce. A similar requirement of the Toronto Stock Exchange spurs a dramatic uptick in women on boards. More than 40 major U.S. corporations collectively ask Congress and the incoming Biden Administration to seek ambitious climate solutions and to rejoin the Paris Accord. Uber, JetBlue and several other companies join Amazon's Climate Pledge, agreeing to measure and report on greenhouse gas emissions, implement decarbonization strategies, and offset any remaining emissions to become effectively carbon neutral by 2040. Investors continue pressing corporations to tie executive pay to ESG initiatives. Meanwhile, a post-pandemic forecast suggests we can expect more activist investor activity than 2020, less than 2019. Read More

DIRECTOR'S DOMAIN: Accountability continues to be front and center as more fines are levied against former Wells Fargo CEO John Stumpf for his role the bank's fake account scandal and independent board members at L Brands open a second inquiry into former CEO's Leslie H. Wexner's relationships with Jeffrey Epstein. McDonald's continues to press for a $37 million clawback from ousted CEO Steve Easterbrook. Meawnhile, observers say San Francisco’s recently passed 'Overpaid CEO Tax,' which will levy an additional tax on companies whose executive salaries far outpace employees, might harm workers rather than helping them. Key members of the business community have begun to look beyond the challenges of the presidential transition and set the tone for 2021 with a push for more economic stimulus and fewer tariffs in discussions with President-Elect Biden's team. Continue Reading

DIRECTOR'S DOMAIN: Quick thinking. This spring SoftBank founder Masayoshi Son, watched his investment firm's share price plummet and swiftly embraced a dramatic overhaul of the firm's strategy and a remaking of its board--and already sees a radical improvement in its prospects. Pfizer met the pandemic with a new CEO, who placed a $1 billion bet on developing a Covid-19 vaccine and appears to have succeeded, a feat that may only have been accomplished with the support of a scientifically savvy board. Meanwhile, Kodak is under scrutiny after reporting that former executives received millions of dollars for stock options they had already forfeited. San Francisco voters levied a new tax on companies whose executives take home more than 100 times what a typical worker earns. Read More

DIRECTOR'S DOMAIN: Leadership is under the microscope in all arenas right now, from the White House to the corner office. Jack Dorsey, after facing scrutiny by activist investor Elliott Management, retains his role as CEO of Twitter. As Apollo Global Management CEO Leon Black tries to clear his name through a board investigation of his relationship with Jeffrey Epstein, investors allege a lack of independence in the committee leading the investigation. Business leaders of all stripes are bracing for the challenges of a winter shaped by the global pandemic, alongside the potential for a party split between the White House and Senate that would provide little predictability about the government's position on economic measures, its Covid response, and more. Meanwhile, as California's board diversity law has reshaped board composition in the state, more states consider similar legislation. Read More

DIRECTOR'S DOMAIN: Goldman Sachs says it clawed back $174 million from current and former executives, regardless of personal involvement, as it aims to recover its reputation following the global bribery scandal that will cost it some $5 billion in financial penalties. The firm's CEO and board both issued statements further explaining the response. Meanwhile, the CEOs of Twitter, Google and Facebook were grilled in a Senate hearing about their efforts to moderate online speech. And investors continue to ratchet up the pressure on companies to be transparent about climate risk, diversity and more. Continue Reading

DIRECTOR'S DOMAIN: Tangling with the Justice Department is a common theme this week: Google faces a long anticipated antitrust suit filed by the D.O.J. and 11 states. Purdue Pharma admits that it conspired to push prescription opioids "without a legitimate medical purpose" and pays more than $8 billion to settle criminal and civil suits brought by federal prosecutors. Goldman Sachs is expected to pay nearly $3 billion, but sidestep a requirement for increased compliance oversight, as it settles a bribery investigation brought by the Department. In other news, the U.K.'s accounting regulatory body is rewriting its rules such that auditors must look for fraud in their clients' accounting. Microsoft says it will seek out diversity candidates for all roles, right up to the CEO. Lawyers offer guidance on how to tie executive pay to diversity initiatives. Read More

DIRECTOR'S DOMAIN: Coming soon to corporate America: More diversity. Whether by law, pledge or performance incentive, companies and their boards are moving toward greater racial and gender inclusiveness. In the two years since California's gender diversity law was signed, requiring public companies domiciled in the state to include at least one woman on their board, the number of all-male boards dove from 30 percent to less than 3 percent. Meanwhile, a new California law requiring public companies to include at least one underrepresented minority on their boards is being challenged in court. Starbucks, aiming for 30% of its employees to be Black, Indigenous or People of Color by 2025, says it will tie executive pay to leaders' embrace of inclusion initiatives. Legal observers note that shareholder suits are targeting individual directors of companies that publicly commit to diversity goals and then fail to keep them. Read More

DIRECTOR'S DOMAIN: The New Normal. While no one knows what the future will hold, increasingly boards are embracing the idea that it won't be a return to How Things Used to Be. Observers note that the pandemic is prompting boards to more quickly look beyond shareholder-focused governance and support the interests of multiple stakeholders. Meanwhile, Citigroup is fined $400 million for failing to correct "longstanding deficiencies." A Wall Street Journal investigation shows that shale company CEOs received dramatic pay raises even as shareholders lost billions. The Labor Department launches an investigation to determine whether Microsoft's pledge to increase Black representation in the workforce is discriminatory. JPMorgan, bowing to longstanding shareholder pressure, says it will shift away from fossil fuel investment. Read More

DIRECTOR'S DOMAIN: Board diversity is now the law in California, as the governor on Wednesday signed legislation requiring public companies to have at least one director who identifies as diverse. Meanwhile, board oversight becomes a hot topic as shareholders sue the Boeing board, citing a failure of oversight around safety issues and around the company's response to the 737 MAX crashes. Alphabet settles multiple shareholder suits about its handing of sexual harassment allegations and agrees to greater board oversight of future cases. Reports reveal early investor qualms about Nikola founder Trevor Milton, raising questions about GM's due diligence before investing $2 billion and whether the company had adequate oversight. Volkswagen continues to feel repercussions of its emissions scandal, with a top executive now on trial for wrongdoing that the company has long said was undertaken by low-level workers. Read More

DIRECTOR'S DOMAIN: Restructuring. Fall is typically a time to take stock of what has been and prepare for what will be. Amid a global pandemic, a reckoning on race, and increasing demand for ethical corporate behavior, more boards are considering the structures that will best serve them in the future. At electric truck maker Nikola, a change in chairman follows allegations of fraud and the founder's exit. At public pension fund CalPERS, the board is seeking to bolster its oversight processes following allegations of executive misconduct. The World Economic Forum finalizes its guidelines on sustainability metrics, pushing corporations one step closer to integrating standard ESG efforts into financial reporting. Meanwhile, boards everywhere are pushed to consider their diversity efforts as California moves closer to a law requiring public companies to include board members from "underrepresented communities" and Latino corporate leaders suggest their community is being overlooked in the rush to appoint more women and Black board members. Read More

DIRECTOR'S DOMAIN: "Doing well by doing good" has always been an aspirational goal, but there is more pressure than ever for organizations to take the wellbeing of people and the planet into account. Shareholder demands resulted in the exit of three top executives last week at mining company Rio Tinto after the company knowingly demolished a 45,000 year old Aboriginal sacred site in Australia. D&O insurance rates increased by around 70 percent in the U.S. and doubled in the U.K. this year, as shareholders target boards with lawsuits over issues including failures of corporate culture. Both Boeing and the FAA take Congress's blame for failures of oversight in the 737 Max crashes that led to the deaths of 346 people and billions of dollars in losses for the airline maker. Meanwhile, as the pandemic has caused bankruptcies and closures of retail businesses across the nation, Amazon announces plans to expand its workforce by 100,000 employees and Walmart unveils a drone delivery service. Read More

DIRECTOR'S DOMAIN: As Peter Thiel's big data analytics company Palantir prepares to go public, critics decry a proposed voting structure that would allow the founders to hold a commanding vote even if they sell their shares. Citigroup's Jane Fraser will become the first woman CEO of a major Wall Street Bank. Zillow and NextDoor are among a group of companies pledging to add a black director within a year. The Labor Department proposes new rules that would limit the methods for shareholder voting at some pension funds, apparently to limit ESG investment strategies. Amazon brings on a new board member, former NSA Director and Retired General Keith Alexander. Continue Reading

DIRECTOR'S DOMAIN: Many companies issued statements supporting racial justice initiatives this summer. Now California legislators aim to raise the bar for all public companies based in the state by requiring them to have at least one director from a minority community; the bill is on the governor's desk. Meanwhile, as the McDonald's board continues to wrestle, very publicly, with its former CEO, the company faces a new challenge: a $1 billion-lawsuit alleging that it discriminated against Black franchise owners. Directors looking to stay ahead of the curve will appreciate the valuable guidance on scenario planning and cyber risk in this issue. Read More

DIRECTOR'S DOMAIN: ESG. It's not just another acronym. Environmental, Social and Governance issues are taking center stage as companies and their boards navigate rapidly shifting terrain. E: Major asset managers and climate activists alike are driving divestiture from energy and mining companies like Chevron, Exxon and Rio Tinto they claim have not properly addressed climate-related risks. S: The McDonald's board expands its investigation into misconduct that may have not been limited to that of the former CEO and may have involved the HR department. The leadership of Goodyear Tires finds itself backpedaling on a policy intended to keep politics out of the workplace after President Trump urged a boycott of the company for allegedly discouraging the wearing of Make America Great Again caps. G: Meanwhile the predominantly white, male board of the U.S. Postal Service finds its composition, as well as its support of new Postmaster General Louis DeJoy, under scrutiny. In related news, an observer points out, that this would be a good time for boards to pay increasing attention to possible reputational risks. Read More

DIRECTOR'S DOMAIN: On purpose: It’s been a year since the Business Roundtable rewrote its statement on corporate purpose for the first time in more than four decades. The association of CEOs of major public companies last year declared shareholder primacy an outdated ideal and pledged to transform business as we know it so that multiple stakeholders including employees, customers and the planet might benefit. Now voices across the business media are weighing the progress made. Spoiler alert: No consensus has been reached. Meanwhile, institutional investors are clamoring for companies to report on climate risk; CEO compensation is expected to rise to record levels despite the pandemic that has left millions out of work; and studies show that diversity initiatives have not resulted in the appointment of more black directors. Continue Reading

DIRECTOR'S DOMAIN: Oversight. It's one of a board's primary responsibilities and an area where investors, regulators and the public at large demand increasingly accountability. This week the McDonald's board is under the microscope for lack of oversight, even as it sues former CEO Steve Easterbrook for alleged lying to coverup inappopriate relationships with employees. The board and officers of the National Rifle Association face accusations that they created a culture of noncompliance that led to theft of $64 million and that could lead to the dissolution of the non-profit. Former board members at the German automaker Audi now face fraud charges for allegedly having known about or failed to stop Volkswagen's "dieselgate" emissions scandal. Meanwhile, pledges to diversify boards are under renewed scrutiny with public patience wearing thin for organizations that fail to meet their stated ambitions. Read More

DIRECTOR'S DOMAIN: Leadership through disruption. Three CEO transitions at large U.S. companies highlight the need for innovators and competent navigators of change in the C-suite. Bonus: Clorox's new CEO boosts the number of women chief executives in the Fortune 500 to a record high. Boards, too, are being asked to look into the future and figure out how best to embrace, adapt or exploit the inevitable changes. Whether planning for post-Covid sustainability or considering the impacts of AI, boards are advised to look beyond current crises and lay the groundwork for what lies ahead. Meanwhile, Trump removes the chair and a director of the federally owned Tennessee Valley Authority, citing the utility's plan to outsource some contracts to foreign companies. Rupert Murdoch's son James walks away from the family business and the board of News Corp. Read More

DIRECTOR'S DOMAIN: Is it possible to compete with the giants of tech? That’s the question Congress aims to answer with a yearlong investigation into the business practices of Amazon, Apple, Facebook and Google that included CEO testimony on Capitol Hill this week. A new study shows that while companies and workers have been hard hit by the economic downturn, executive pay remains largely untouched. Analysis suggests there could be significant repercussions from a shareholder suit that claims Oracle’s lack of board diversity constitutes securities fraud. And as Covid continues to spread uncertainty, experts offer advice on prioritizing CEO succession planning. Read More

DIRECTOR'S DOMAIN: Diversity challenges. The Fortune 500 now includes just four Black CEOs, after Tapestry CEO Jide Zeitlin stepped down reportedly in the wake of sexual harassment allegations. At least three shareholder suits have been filed—against Qualcomm, Oracle, and Facebook—for touting diversity efforts yet failing to include Black board members and executives. And a thoughtful look at Ben & Jerry's long-term commitment to social justice issues reveals the effort required to turn good intentions into meaningful actions. Meanwhile, Tesla's high-velocity increase in share prices means CEO Elon Musk will secure another tranch of his comp package--the highest ever awarded by a board. Read More

DIRECTOR'S DOMAIN: Short term thinking or long-term planning? Amidst our health, economic and social crises, many companies are straining to find a sustainable path forward. Citing the recent crash of fossil fuel consumption, a multitude of oil & gas companies continue to file for bankruptcy. They are walking away from large scale environmental damage at abandoned well sites while paying out millions of dollars in executive compensation. Speaking of fuel, all three elements of ESG are contributing to more activist investor campaigns this year, although fewer are succeeding. Elsewhere, Amazon workers are required to show up or lose their jobs, despite working conditions that are exposing them to Covid-19. Meanwhile, AXA Investment Managers expands its director diversity requirement to Japan as well as emerging markets, while major utility First Energy links bonus pay to diversity goals. Read More

DIRECTOR'S DOMAIN: Ongoing turbulence. As the economy continues to be buffeted by the virus and related shifts in consumer behavior, executives and board members are drafting new plans to stay aloft. United Airlines says it may lay off as many as 36,000 employees as airlines acknowledge that the industry won't see a swift recovery, and Brooks Brothers becomes the latest retailer to file for bankruptcy. Experts say that companies' survival may depend as much on their long-term sustainability strategies as on managing to the moment, while new research suggests that companies that invest in ESG efforts and maintain high levels of employee satisfaction reap rewards for shareholders, too. In other news, accounting scandals at China's Luckin Coffee and Germany's Wirecard highlight the trouble with insufficient oversight. D&O insurance rates for cannabis companies rise amid a surge in lawsuits. California considers a bill requiring companies to have at least one African-American, Hispanic or Native American director. Read More

DIRECTOR'S DOMAIN: Corporate Social Responsibility takes on new meaning as hundreds of companies, including household names like Coca-Cola and Starbucks, join an advertising boycott of Facebook meant to pressure the social media giant to revise its hate-speech policies. In board diversity news this week, we learn that that S&P 500 boards have added fewer black directors this year than last, while a new study shows that the majority of directors appointed to the boards of US Federal Reserve regional banks are white (74%) and male (57%). Meanwhile, the implosion of Wirecard, in which 1.9 billion Euros disappeared from the balance sheet of the Munich-based payments processor, has inspired renewed calls to update Germany’s two-tier governance structure. Read More

DIRECTOR'S DOMAIN: The pandemic and protests, together, are reshaping priorities and possibilities for companies of all types. Many corporations are pledging to make policy changes to address racial injustice. Others are filing for bankruptcy after arranging seven-figure bonuses for CEOs—a retention measure that some will find hard to reconcile with the widespread calls to address economic inequalities. Meanwhile, the Tesla board, whose members are among the highest paid in their class, now faces a shareholder lawsuit accusing members of enriching themselves at the company’s expense. As shareholder suits of all types continues to climb, D&O insurance rates are rising. Continue Reading

DIRECTOR'S DOMAIN: Some good news: Board diversity is improving, with a record 59 percent of S&P 500 board appointments last year going to a woman or to a man of color. Still, there are very few black board members, says former Xerox CEO Ursula Burns, who suggests quotas may be needed to drive change. Levi Strauss pledged this week to add a black director. Meanwhile, civil rights groups call for corporations to join an advertising boycott of Facebook over its failure to remove hate speech. Adidas employees ask the board to open an investigation into the company’s HR chief and her approach to handling race policies. As investors pile into ESG funds and shareholders demand greater accountability on ESG issues, boards are advised to lean in and ensure companies have well-defined ESG priorities and progress. Plus, advice for boards overseeing businesses re-openings following the shutdown. Read More

DIRECTOR'S DOMAIN: As the nation's attention shifts from the virus to the protests demanding an end to racial injustice and police brutality, many companies, executives and boards are formulating responses. Some black executives offer an emotional appeal to Corporate America to address systemic racism. Amazon stops police use of its facial recognition technology, all but demanding that Congress enact stronger regulations to prevent abuse. Estee Lauder says it will review its policies with an eye to addressing racial injustice as employees seek the removal of a board member whose political donations, they say, conflict with the company's condemnation of racism. A number of executives resign amid accusations of discrimination or racist behavior, including CrossFit CEO Greg Glassman. Meanwhile, Washington State ushers in a gender diversity law that requires public companies to include 25% women directors. Patagonia CEO Rose Marcario announces her exit. A host of ESG issues are attracting increasing shareholder and investor interest. Read More

DIRECTOR'S DOMAIN: Dear Readers, These last 10 days have been gut-wrenching in America, causing many of us to look deeply in the mirror and ask ourselves: Is this who we are? How could these tragic events happen? We are an answers-driven society, a problem-solving community, and the reprehensible issues of racial injustice that we are facing don’t fit the narrative that we’ve been telling ourselves. That narrative has been playing for way too long because we wanted to believe everything was okay. We finally are acknowledging that it’s not okay for many, especially in the Black community, and never was. Read More

DIRECTOR'S DOMAIN: There's a new recognition that anything is possible. Just a few months ago the prospect of a global pandemic and massive economic contraction was unimaginable to most, but today companies everywhere are reevaluating risk and boards are pushing themselves to prepare for managing through crises that might previously have been considered outlandish. Shareholders in companies such as Amazon, Exxon, and various financial institutions are growing ever more vocal about the need for leadership to seriously consider ESG risks such as the effects of climate change, worker health and safety, and the right for employees to express their opinions, yet such resolutions rarely pass. Walmart workers are reinvigorating their fight for a seat on the board. Some see an increased risk of boards being sued for failure of oversight, and we link to a commentary on how boards might ward off that fate. Meanwhile, Lisa Su of AMD is the first woman to top the CEO salary charts. Read More

DIRECTOR'S DOMAIN: As restrictions are eased and the delicate process of re-opening gets underway, business rules are being rewritten and boards have a powerful role to play. A good deal of guidance is on offer, but certainly top of everyone's list is health and safety. A recent survey suggests trust in companies may need to be rebuilt as employees and customers express concern that businesses will put profits before the well-being of people. ESG issues are at the forefront at companies like French yogurt maker Danone, which is rewriting its bylaws to include new protections for people and the planet. British oil company BP says it is deepening its commitment to energy transformation in the wake of the virus and its impact on oil markets. In the U.S., the government and tech companies see an opportunity to increase self-sufficiency by relocating chip manufacturing from Asia to the States. Finally, cyber insurers say they will reassess risk as companies favor long-term remote working arrangements. Read More

DIRECTOR'S DOMAIN: There's no question that business is undergoing seismic shifts right now, something felt up and down many companies, all the way to the board level. As directors take on ever more responsibility, corporations may feel the need to raise director compensation, according to a new survey. In the meantime, observers note that stratospheric CEO pay may be headed back down to Earth. Already Uber shareholders are being urged to vote against a proposed CEO pay package, as the company's workforce is cut by thousands of jobs. Meanwhile, the “work from home” policies adopted by many companies have been so successful that some high-profile firms are reconsidering the need for workers to return to their offices, portending big impacts on commercial real estate in major markets, including Wall Street. Read More

DIRECTOR'S DOMAIN: When things go wrong, there's a natural tendency to think they will soon right themselves. Sometimes, though, things get worse before they get better. BlackRock CEO Larry Fink suggested as much on a call this week, warning of many bankruptcies, increased corporate taxes and other difficulties in the wake of the shutdown. Indeed, J.Crew became the first major retailer to file for Chapter 11, with several others believed to be close behind. Meanwhile, investors are taking a keen interest in how employers are protecting workers health and safety in the face of the virus. Many boards, not surprisingly, are rethinking risk management. Read More.

DIRECTOR'S DOMAIN: Board independence: Shareholders like it, but not all CEOs support it. Facebook investors have asked repeatedly to separate the chair and CEO roles and for CEO Mark Zuckerberg to adopt more accountability to the board, but reports suggest that things are trending in the opposite direction. Tesla CEO Elon Musk, who was required by the S.E.C. to give up the chair role, has decided to personally cover Tesla directors' exposure to lawsuits rather than have the company pay for D&O insurance; the company says director independence won't be compromised. Boeing's most prominent shareholder voted against re-election of the company's chairman this week, as a majority of votes favored requiring an independent chair. Meanwhile, investors are expected to take a critical stance on executive pay this year and proxy season is expected to include a greater focus on ESG. Finally, observers caution boards that doing things the way they've always been done is a leadership strategy that can weaken rather than strengthen an organization: Be innovative. Continue reading

DIRECTOR'S DOMAIN: Boards may be busier than ever offering guidance and oversight through this time of crisis, yet many are looking past the current moment to identify and mitigate potential future risks. Two issues that have taken on heightened emphasis in the current era are emergency CEO succession planning and emergency bylaw provisions to determine the course the board will take in the event multiple directors are unable to fulfill their duties. Some boards are also making adjustments to CEO compensation, with many chief executives taking salary cuts and receiving substantial new option packages. Meanwhile, PG&E's CEO is stepping down after just one year on the job. Altria's chairman and CEO exits after 28 years. SAP streamlined its leadership from two co-CEOs to a singular leader. Read More.

DIRECTOR'S DOMAIN: Activist investor Starboard Value is challenging the boards of five companies whose share prices have fallen during the coronavirus crisis and observers expect more such activity in the weeks to come. It’s a crucial moment for boards to assess their vulnerabilities and prepare for activists, and a new report can help identify industries and dynamics that put companies at particular risk. Meanwhile, suggestions abound for how boards can prepare for the possibility that a CEO tests positive for Covid-19 or for how they can stay abreast of the most important information in a crisis. On a positive note, State Street’s “Fearless Girl” statue marks her third birthday with the news that 681 all-male boards have added at least one woman since her arrival on Wall Street. Read More.

DIRECTOR'S DOMAIN: The global shift to remote work and video conference calls is giving boards plenty to think about: Not only must they manage their own needs for virtual meetings, privacy, and security, but they need to ensure their organizations have appropriate policies for remote work and sufficient cybersecurity measures in place. The sudden transition to video calls has been both a boon and a headache for Zoom, which now faces a class action suit claiming the video conferencing company failed to disclose privacy and security flaws. In other news, Airbnb's IPO is presumably postponed and the company is raising $1 billion from private-equity firms. PG&E's bankruptcy deal may not survive the sudden decline in its share price. WeWork directors are suing SoftBank after it pulled out of a promised $3 billion stock purchase. And there are good suggestions for boards seeking to stay steady in times of crisis and keep an eye on the road ahead. Read More.

DIRECTOR'S DOMAIN: As business slows down all over the world, boards may find themselves busier than ever. The challenge, of course, is to simultaneously support management through today's acute problem solving while developing ideas for tomorrow's strategies and opportunities. This week, there is little news from the boardroom, but a great deal of thought-provoking commentary: Directors of public companies whose stock has been hard hit by the crisis might start preparing for likely interactions with activist investors. Boards of all types might want to consider the scrutiny and even blame they might be subjected to as people look for something or someone to hold accountable. Many directors will be looking carefully at their risk oversight policies and ensuring they are on top of everything they can be. Balancing the need for attention on the present moment and preparation for the future is something boards always strive for. Today, this dual-mode thinking is more important than ever. Read More

DIRECTOR'S DOMAIN: No board wants to think about it, but everyone should. As if we don't have enough on our minds, boards are reminded to make temporary succession plans to ensure smooth operations should a key executive need time to recover from the virus. Altria CEO Howard Willard is currently on medical leave after contracting Covid-19. Meanwhile an observer questions whether efforts to limit overboarding has depleted boards of the breadth of experience and industry-spanning connections that can be invaluable in times of crisis. In other news, former ambassador to the U.N. Nikki Haley quit the Boeing board over the company's decision to seek a federal bailout. Activist investor Carl Icahn and Occidental Petroleum settled a nearly year-long dispute, with CEO Vicki Hollub keeping her job and former CEO Stephen Chazen named board chair. WeWork board members say they will do everything they can, including taking legal action, to ensure that SoftBank makes good on a bailout agreement reached last fall after the Japanese investor suggested it might back out. Continue reading…

DIRECTOR'S DOMAIN: Support, resilience and action in the face of adversity. As the reality of the coronavirus crisis sets in and upends everything, there is a growing consensus among business leaders that the challenges should be met with bold decisions and sacrifices. This is the time to intelligently rewrite the rules so that our collective health and wellbeing is assured. From a plea for businesses to invest in ventilator manufacturing to the offer of free videoconferencing services to K-12 schools, CEOs across all sectors are stepping up to lead. Harvard Business School professors offer multiple perspectives on how executives can use this moment to pave the way to a better future. Offering sage advice to support executives as they manage through the crisis, Boardspan CEO Abby Adlerman and Board Member Mary Cranston pen an open letter to the board community. All of these ideas are worthy of your consideration. And for those eager to hear of other news, Bill Gates steps off the boards of Microsoft and Berkshire Hathaway, while Kenneth Chenault leaves the Facebook board and takes Gates's seat at Berkshire Hathaway. Continue reading…

DIRECTOR'S DOMAIN: Friends,

Yes, we’re living in times of uncertainty with the weight of the unknown bearing down on all of us. Together we’re facing unprecedented challenges, and together we will work our way through them. As a board member, your leadership has never been more needed.

In this spirit, we share our collective wisdom to help our community of board members be the beacons of leadership and support their management teams on the front lines. Read more…

DIRECTOR'S DOMAIN: The buck stops with the board—at least it should if you're hoping to forestall a crisis. Wells Fargo Board Chair Elizabeth Duke and another director found themselves in the crosshairs of lawmakers for not doing enough to fix the troubled bank, and resigned just ahead of a Congressional hearing on the matter. Boeing's new CEO Dave Calhoun apologized after upbraiding his predecessor in an interview, in which he also suggested that the Boeing board's trust in the former CEO kept them from questioning the strategy that brought the planemaker to the brink of disaster. Meanwhile, Twitter appeased activist investors with the promise of a $2 billion share buyback program, and will keep Jack Dorsey as CEO. Facebook brings two new women directors on board. And as the coronavirus pandemic continues to dirsupt live shareholder meetings, some predict that virtual meetings will become the new normal. Continue reading…

DIRECTOR'S DOMAIN: Crisis management is on many minds this week as the coronavirus puts the global economy through its paces, and boards consider their role in assessing and limiting risk. Meanwhile, activist investors are raising their voices: one aims to replace Twitter CEO Jack Dorsey and claim as many as four seats on the Twitter board, another is pressuring Barclays to fire its American CEO over his relationship to sex offender Jeffery Epstein. More CEO turnover is in the news, with both Amtrak and Harley-Davidson announcing departures from the corner office. Hawaii's legislature, following the lead of California and others, sends a bill to the state senate that would require the boards of public companies based on the islands to include at least one woman. Read more…

DIRECTOR'S DOMAIN: The end of an era? Bob Iger announces a sudden exit after 15 years at Disney. Les Wexner is stepping down from L Brands after 57 years. Tamara Ingram, who headed the ad agency JWT, resigns from her post as chairman of the post-merger Wunderman Thompson in a move that has been interpreted as a sign of trouble for the world's oldest agency. Meanwhile, in California another 1,000 women directors must be added to boards this year if public companies are to avoid fines for breaking a recently passed state law. Fortunately for them, Boardspan CEO Abby Adlerman offers valuable tips on building boards that can really move the dial on board performance while addressing diversity in an interview on Bloomberg TV. In other news, Wells Fargo, which has already paid fines and lost two CEOs over the fake accounts scandal, agreed to pay another $3 billion to settle with the Department of Justice and the SEC. Continue reading…

DIRECTOR'S DOMAIN: Leadership takes many forms. Nissan's new CEO asks for just a little patience from the board and angry shareholders alike, saying he will accept the consequences if he doesn’t succeed at making the company profitable. Elon Musk demands more regulation for all organizations using AI, including for his own company OpenAI. Multinational investment bank UBS unveils a CEO succession plan: the head of ING will step into the role later this year. PG&E's leader, meanwhile, could be replaced by the state, or the utility could simply lose its operating license if it continues to endanger lives if a proposal by California's Public Utilities Commission is taken up. Meanwhile, six trustees resigned from the Cooper Hewitt, Smithsonian Design Museum in protest of the CEO's dismissal by the Smithsonian after she was investigated for allegedly violating a conflict of interest policy when making wedding plans. Read more…

DIRECTOR'S DOMAIN: Activist investors: a problem or a solution? Elliott Management has big ideas it says will improve the fate of a couple of companies in dire straits. SoftBank, reeling from losses and the WeWork debacle, has conceded that Elliott may be right about the need for buybacks and governance improvements. Coal mining company Peabody Energy, whose profits continue to spiral downward as coal usage declines, adds several new board members from Elliott who will try to turn things around. Meanwhile, the Credit Suisse board, unmoved by vocal shareholders, accepted the resignation of CEO Tidjane Thiam, who was linked to the bank's spying scandal. Nissan demands $91 million in damages from former CEO Ghosn. And small shareholders may find it tougher to file resolutions if the SEC has its way. Continue reading…

DIRECTOR'S DOMAIN: Moving on. More high-profile CEO departures are in the works: Jeff Weiner steps aside to become executive chairman at LinkedIn. Ginni Rometty hands the reins to Arvind Krishna at IBM. The CEO of Ocean Spray Cranberries loses his job for violating the company's harassment policy. It's too early to know whether Credit Suisse CEO Tidjane Thiam will survive the spying scandal at the bank, but shareholders are rallying behind him and some suggest that Chairman Urs Rohner should back the CEO or step down himself. Also, WeWork names a new CEO: real estate veteran Sandeep Mathrani. Meanwhile, an executive at L Brands, the parent of Victoria's Secret, found herself literally locked out of her workplace after trying to alert the board to allegations of harassment. Continue reading…

DIRECTOR'S DOMAIN: Embracing diversity. Goldman Sachs, as the world’s largest IPO underwriter, says it will no longer take public those American or European companies whose boards don't have at least one diverse director. Speaking of IPOs, as Airbnb prepares to go public (with several women directors already on its board), the company is affirming a more diverse vision of stakeholder value and committing to serve multiple constituencies including customers, communities, shareholders, and employees. Meanwhile, the fallout from Wells Fargo’s fake account scandal continues as regulators ban former CEO John Stumpf from the banking industry and fine him $17.5 million. J.Crew and Renault both get new CEOs. California considers a tax to reduce the pay gap between CEO and average worker salaries. Continue reading…

DIRECTOR'S DOMAIN: Carbon competition? Following announcements from Amazon (to go carbon neutral by 2040) and Intel (to be carbon negative by 2030), Microsoft says it will extract more carbon from the air by 2050 than it has produced since its founding in 1975. Cisco and Autodesk, also making big strides in addressing their environmental impact, land spots among the top 5 most sustainable corporations in the world. Meanwhile Xerox is using a small stake it bought in HP to nominate 11 new directors, as part of an attempted takeover. Allegations of sexual harassment and discrimination shine a spotlight on the the Grammy Awards just before showtime, and Best Buy's board is investigating allegations that its CEO engaged in an inappropriate romantic liaison with a colleague. A new study from MIT suggests that boards looking to bring more innovation into strategy discussions would be wise to ensure there are women directors sitting at the table. Read more…

DIRECTOR'S DOMAIN: Accountability is our 2020 watchword. In his annual letter to the CEOs of large companies, BlackRock CEO Larry Fink urges corporations to do more to address their environmental impact or face consequences. The world’s largest asset manager, with $7 trillion under management, has rewritten its investing policies and will begin voting against board members whose companies don’t address sustainability issues and the causes of climate change. This seems like a fitting start to a year that will see boards increasing their focus on issues like ESG, Risk and Oversight. (See Boardspan's just-published "10 Hot Topics in the 2020 Boardroom.") Meanwhile, a new study sheds light on what it takes to build a better company culture, with that very question separately being put to Boeing's new CEO. Finally, in a roundup of issues shaping the current governance landscape, Boardspan CEO Abby Adlerman tells BloombergTV's audience that 2020 is the Year of Accountability. You can quote us on that. Continue reading…

DIRECTOR'S DOMAIN:
Your guide to governance issues in 2020

Happy New Year! We’ve collected the boardroom trends we expect to make the biggest waves this year and are delighted to share them with you below. Director’s Domain will be back next week, delivering the latest in board news and governance insights to your inbox.

By Abby Adlerman and Kaitlin Quistgaard

With complexity, uncertainty, and rapid change dominating the business landscape, the expectations placed on boards are shifting, and fast. Put simply, board members are expected to do more, do it better, and take greater accountability than ever before. Boardspan’s Top 10 list calls out the issues that most boards will be tackling in 2020. Don’t be surprised if your colleagues raise these topics — and if they don’t, maybe you should.
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DIRECTOR'S DOMAIN: Boardroom politics. At Facebook, directors are at odds over a company policy that observers say could impact the 2020 elections. Board member Peter Thiel is advocating for the social network to continue its policy of accepting political ads without verifying the truthfulness of their claims, while other directors are pushing for changes to that policy or even to ban political ads. A Wall Street Journal exposé chronicles a number of questionable governance decisions made by the WeWork board that, it argues, led to the company's near collapse. California's law requiring public companies to include women on their boards has quickly decreased the number of all-male boards in the state, though a new study shows that startup boards are still dominated by men. Intel releases an employee salary report, showing pay by gender and race, that has been called unflattering and is increasing the pressure for other tech companies to share their pay data. Read more…

DIRECTOR'S DOMAIN: Boeing takes another turn in the spotlight, as a whistleblower reveals he warned the CEO and board about safety concerns before two fatal crashes. Exxon is cleared of charges that it misled investors about the cost of climate change. Meanwhile, Harvey Weinstein and the board of his now defunct studio are poised to settle claims with dozens of women who claim he assaulted them, for $25 million. An heir-apparent to BlackRock CEO Larry Fink is ousted over a relationship with a colleague. A Nobel Prize winner joins Alphabet's board and is recognized not only for her contributions to chemistry, but for increasing female representation in the boardroom of the tech behemoth. Amazon adds two women to its 22-person senior executive team, previously made up of all men and one woman. New legislation requires corporate boards in the Netherlands to be made up of at least 30% women. Continue reading…

DIRECTOR'S DOMAIN: Leadership. When and how leaders step away from their roles can prove as defining as any moment in the corner office. Larry Page and Sergey Brin, who founded Google more than 20 years ago, handed the reins of their Alphabet holding company to CEO Sundar Pichai this week. Observers note that Page and Brin will leave behind big new challenges like antitrust investigations and worker protests, but ultimately retain control, as Pichai will report to them as majority shareholders. Facebook CEO Mark Zuckerberg faces renewed demands from institutional investors to hand the role of chairman to an independent director. The Expedia board accepts the resignations of its CEO and CFO and puts its chairman, Barry Diller, in charge. Meanwhile, Africa leads the globe in proportion of women on boards, while a new study shows that in the U.S., companies pressured to add women directors often do so in ways that dilutes the power of women on those boards. Continue reading…

DIRECTOR'S DOMAIN: Oversight. It’s an essential board responsibility that requires just the right touch: not overstepping and getting in management's way, nor overlooking and failing to monitor significant business issues. This week Boeing directors were accused of careless oversight in a shareholder lawsuit that aims to hold them accountable for safety issues that led to the two fatal crashes of the 737 Max jet. Great timing for a primer on board-level risk oversight. Meanwhile, Google, facing continued employee unrest, hires an anti-union consulting firm. General Motors accuses Fiat Chrysler of racketeering. Former WeWork CEO Adam Neuman's exit package is reported to include the right to appoint a board member. Amazon replaces GE as the incubator for America's CEOs. Read more…

DIRECTOR'S DOMAIN: It's not exactly news that the workplace is no place for sexual relationships, but that hasn't kept executive love interests from besetting boards this week. After the McDonald’s board parted ways with CEO Steve Easterbrook for pursuing a relationship with an employee, the burger chain was named in a class-action suit alleging that sexual harassment was ingrained in the corporate culture from the top down. The Alphabet board is investigating how the company handled a series of sexual harassment claims. Meanwhile, WeWork’s chief legal officer, who is also a director of woman-focused co-working company The Wing, was named in a pregnancy discrimination lawsuit. Two new studies show that narcissistic CEOs can do long-term damage, while humble CEOs may boost market results. Finally, we are delighted to bring you an exclusive look at how AI is likely to make its way to the board room. Continue reading…

DIRECTOR'S DOMAIN: Bad behavior comes at a cost. For SoftBank the price has been high, at Uber, which had to jettison its founder before going public, and now WeWork, where a similar, though more dramatic script, has been unfolding. CEO Masayoshi Son, whose reputation has been hit hard by the losses in both companies, says Softbank will now place tighter governance controls on companies it invests in. Facebook's privacy practices are under investigation by the State of California, which filed suit to subpoena executive emails, saying that the social media company has so far failed to provide requested documents. The McDonald's board fired CEO Steve Easterbrook for engaging in a relationship with an employee. Boeing CEO Dennis Muilenberg says he will waive tens of millions in compensation as the plane maker struggles to right itself after the two fatal 737 MAX crashes. Questions are raised, meanwhile, about overboarding by Boeing directors and the role that may have played in oversight. In other news, companies are separating CEO and chair roles at a record rate. Continue reading…

DIRECTOR'S DOMAIN: Leadership. It's make or break. So it's not unusual for boards to ask themselves if they've got the right talent, the right incentives, the right structure for success. These questions are at the forefront this week as: Boeing's CEO faces harsh criticism in Congress following two deadly crashes. WeWork's demise threatens the notion of dual-class share structures. AT&T reworks its governance rules to hold onto its CEO. Women fail to gain the CEO spot at two athletic apparel makers that promote Girl Power. The Financial Times editorial board weighs in with its opinion on leadership, coming down solidly on the side of splitting the chair role from that of CEO. In other news, a new study by Deloitte concludes that if women continued to be elected to board at the current rate, it will be another 30 years before we see gender parity. Read more…

DIRECTOR'S DOMAIN: CEO churn seems to be approaching warp speed. CEOs at Nike, Under Armor, and ServiceNow are stepping down, it was announced this week. A new study tallied a record 1,160 CEO transitions already this year. Harvard Business Review's 100 best-performing CEOs list, published this week, is already out of date. One of the most talked about exits is that of former WeWork CEO Adam Neumann, who is expected to cut all ties with the company in exchange for a buyout well in excess of $1 billion, while 4,000 WeWork employees face lay-offs and SoftBank closes in on a bail-out of the startup that only recently planned an IPO with a stratospheric $47 billion valuation. In other news, the Boeing board fired its first executive over the 737 MAX crisis as Congress intensifies its scrutiny of the company's leadership and Ralph Nader argues that the entire Boeing board needs to go. Continue reading…

DIRECTOR'S DOMAIN: It's often said that a board's most important jobs is making sure it has the right talent in the top spot. Lately, a lot of boards are facing directly into that truism. The WeWork board, having ousted its CEO after a failed IPO attempt, is said to be awaiting competing funding proposals from SoftBank and J.P. Morgan to keep the company afloat. In the face of the ongoing Max 737 crisis, the Boeing board relieved CEO Dennis Muilenburg of his duties as Chairman, handing that role to their leader director and crisis expert David Calhoun. The Renault board removed CEO Thierry Bollore, another link to former CEO Carlos Ghosn who awaits trial in Japan, and appointed Renault's CFO, Clotilde Delbos, as interim CEO. Meanwhile, ESG issues continue to be felt in the boardroom, and Bernie Sanders weighs-in on a proposed corporate governance makeover. Read more…

DIRECTOR'S DOMAIN: Complexity. There’s a lot of it to chew on this week: Directors taking the fall when companies are accused of wrongdoing. Shareholders withholding support for director re-election. Uncertainty about what to include in ESG reporting. The quandary global businesses like the N.B.A. face as U.S. stakeholders urge executives to take a public stand on social issues and the Chinese government requires respect for its own political expectations. Meanwhile, the Nissan board names a new CEO and clears a senior executive, who is expected to testify in the financial misconduct case against former CEO Carlos Ghosn, following reports that the executive also received improper payments. Some 70 companies in California have not yet complied with the new state mandate requiring at least one woman on every public company board. Continue reading…

DIRECTOR'S DOMAIN: Executives are making headlines, and not in the ways their boards might like. Nike CEO Mark Parker is caught up in a scandal, as a report indicates he was aware of a Nike-affiliated running coach’s practice of doping athletes. Overstock.com CEO Patrick Byrne is forced out after alleging that he dated a Russian agent and is part of a “deep state” investigation, which caused the company’s D&O carrier to find him too great a risk to insure. The Credit Suisse board tries to protect its CEO after the bank is accused of hiring a spy to track the moves of a former high-level employee. The Tesla board must stand trial to defend the pay package it authorized for CEO Elon Musk. A new study suggests that charismatic CEOs actually lead to lower company valuations and higher equity costs than their less attention-getting peers. Meanwhile, Wells Fargo announces some good news on the executive front: It has, at last, named a new CEO. Women now hold a record 30% of seats on U.K. boards. Observers consider how AI might work in the board room. Continue reading…

DIRECTOR'S DOMAIN: A turning of the tide? Several CEOs were ousted this week by boards demanding, or at least enforcing, greater accountability. WeWork’s Adam Neuman was pushed out after the office space company pulled its highly anticipated IPO. Public market investors had balked at the valuation, alleged misconduct and self-dealing by the CEO, and lack of governance controls. Juul CEO Kevin Burns stepped down from the e-cigarette maker as hundreds of cases of vaping-related lung illnesses were reported. eBay CEO Devin Wenig resigned claiming irreconcilable differences with a new board, made up in part of activist investors who have called for major strategic changes. It seems likely that we will see more not less demand for accountability. Stakeholders of many stripes are pushing boards to take their governance responsibilities seriously and others are pushing companies to be better citizens on issues like climate, health and income inequality. As one commentator put it this week, CEOs may soon gain an appreciation of the “fearless board,” one that isn't afraid to ask the hard questions and to point out potentially costly mistakes. We couldn’t agree more. Read more…

DIRECTOR'S DOMAIN: Governance is serious business. WeWork delayed its IPO after critics laid bare their concerns about its proposed governance structure, which would have prevented the company’s board from fulfilling some of its key responsibilities, as well as its challenging valuation. Meanwhile, Facebook announced the governance policies for its new content oversight board, assuring that it will be independent of management and could even overrule CEO Mark Zuckerberg on content decisions. The Boeing board’s safety committee is expected to deliver a report, following the high-profile crashes that led to the grounding of the 737 MAX, that includes recommendations for organizational restructuring to emphasize safety. Lyft faces five more lawsuits citing alleged assaults by drivers and continued questions into culture and policy decisions that would affect passenger safety. Separately, investors who control nearly half of the world’s invested capital pushed governments and companies for immediate response to climate change, and150 CEOs urge the Senate to take action on gun laws. Continue reading…

DIRECTOR'S DOMAIN: Transparency or the lack thereof is shaking things up for several boards this week. The Nissan board, which forced out the CEO after allegations of inflated pay, had apparently expected to receive a 170-page report detailing an investigation into the misdeeds of its former chair Carlos Ghosn, but got only a summary, sparking concern. Purdue Pharma, accused of knowingly promoting opioids after it knew they were being abused, reached a tentative settlement that would dissolve the company, create a new, transparent board, and cost the Sackler family $3 billion. Lyft is being sued by an investor for allegedly failing to disclose sexual assault claims made against its drivers ahead of its IPO. The boards of several prominent institutions accepted the resignation of former MIT Media Lab director Joichi Ito, after it was disclosed he had secretly continued a philanthropic relationship with accused sexual predator Jeffrey Epstein. In other news, women directors now hold 20 percent of public company board seats. Continue reading…

DIRECTOR'S DOMAIN: Culture shifts. Once again, a U.S. corporate leader feels the need to address a social issue previously considered the domain of politicians: Walmart CEO Doug McMillon announces that the retailer (following in the footsteps of Dick’s Sporting Goods) will sharply reduce gun and ammunition sales in response to recent mass shootings. WeWork, perhaps responding to a slew of negative media reports about its all-male board, says it will bring on a woman director after completing its IPO. Google’s corporate culture finds itself under renewed scrutiny after explicit details are published of an alleged long-term affair between its then-chief legal officer (now at Alphabet) and a subordinate. And two senior executives at KPMG in the U.K., one of whom sat on the U.K. board , were displeased with how claims of workplace bullying were handled, so they started a firm to compete directly with their old workplace with an aim to reshape the deal advisory business in ways that make it more hospitable to women and minorities. Continue reading…

DIRECTOR'S DOMAIN: CEOs in the hot seat, again. BlackRock uses their financial muscle to vote out over committed CEOs who also serve as outside board members. Meanwhile research by the Wall Street Journal exposes CEO pay as consistently underreported -- often by more than 25%. Interestingly this week has also witnessed the CEO-door revolving at a number of significant companies. Eyes will be on the board of Johnson and Johnson should they choose to respond to this week's ruling against the corporation, citing persuasive and aggressive marketing of opioids to drug makers, judged on the basis of the “public nuisance” law. Diversity on boards is still making headlines: the state of Illinois, inspired by California's farther reaching law, passed legislation requiring reporting on diversity for public company boards. Read more…

DIRECTOR'S DOMAIN: There’s more to life than profits. So say CEOs of some of the largest U.S. corporations. Redefining “the purpose of a corporation” for the first time since 1978, the Business Roundtable, an association of CEOs of major public companies, said this week that shareholder primacy is an outmoded ideal, and pledged to work toward the wellbeing of multiple stakeholders, including customers, employees, and the planet. The reverberation was heard across the business press. We highlight below a few insightful responses, including a New York Times opinion piece that gives the announcement historical and political context, a legal analysis, and a rebuttal from the Council of Institutional Investors, which disagrees with the move away from shareholder primacy suggesting: “Accountability to everyone means accountability to no one.”

In other news, many have expected a challenge to a California law requiring at least one woman on every public company board and now one has been filed by a conservative group. WeWork plans to go public with an all-male board and a dual-class stock structure that undercuts accepted governance structures to give the CEO (and, posthumously, his estate) more control. Also, the S.E.C. deals a blow to proxy advisor firms, requiring them to provide more data to back up their voting recommendations and suggesting it will hold them accountable for errors.
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DIRECTOR'S DOMAIN: M&A. What is the secret sauce? Shari Redstone would probably say persistence: after four years of negotiations, (not to mention lawsuits and the exit of former CBS CEO Les Moonves), CBS and Viacom have reunited. Researchers, however, might say perspective: when an optimistic CEO is counter-balanced by a pessimistic CFO, a company is better positioned to manage its acquisition appetite. Separately, observers suggest board oversight of data privacy will likely increase dramatically following the FTC’s settlements with Equifax and Facebook. The Fortune 500 has more female CEOs than ever, yet women still hold only 7% of those corner offices. And what to make of a new study that suggests that auditors whose thorough work reveals material weaknesses in financial reporting might be losing out on new business for doing their job too well? Read more…

DIRECTOR'S DOMAIN: Corporate responsibility: how do companies decide when to act? A suggestion that Walmart and many other corporate leaders may be better positioned than lawmakers to enact gun control includes advice on following Dick’s Sporting Goods, Salesforce, and those that have taken a stand. Investors aiming to make ExxonMobil accountable for promoting a more realistic view of climate risk take a multi-pronged approach including conversations with the company, votes against the board, lawsuits and even divestiture. The board of the National Rifle Association finds itself in the cross-hairs of public attorneys who are investigating the organization’s financial conduct and non-profit status; three board members have departed over concerns about lavish spending by CEO Wayne LaPierre. Companies with women CEOs are more likely to be targeted by activist investors than those with men at the helm. Researchers see pressure intensifying on the issue of overboarding and predict companies will increasingly steer away from the practice.

In case you missed it: Read Boardspan CEO Abby Adlerman's interview with board luminary Maggie Wilderotter, currently Chair of DocuSign and a director at Cadence Design Systems, Costco Wholesale, Hewlett Packard Enterprise and Lyft. Find it on Boardspan.com/Backchannel. Read more…

DIRECTOR'S DOMAIN: More women on boards: What’s the impact? One new study suggest it may lead to more women CEOs. Another study warns of women directors being stretched, since all-male boards prefer experienced women directors, resulting in them being busier than men. Meanwhile, observers note that the FTC’s $5 billion settlement with Facebook is far from the slap on the wrist some critics claim, and should be considered a warning that the agency expects companies to take privacy protections seriously. A slew of new data security laws are being introduced at the state and federal level. And a former high-profile corporate attorney pronounces that governance reforms are needed to alter what he now sees as a perverse legal obligation for companies to make money over all else.

Best suggestion of the week: Join Boardspan CEO Abby Adlerman and board luminary Maggie Wilderotter, currently Chair of DocuSign and a director at Cadence Design Systems, Costco Wholesale, Hewlett Packard Enterprise and Lyft, for an insightful conversation on building high-performing boards. Find it on Boardspan.com/Backchannel. Read more…

DIRECTOR'S DOMAIN: The buck stops with the board. Just ask the Federal Trade Commission. In addition to levying a $5 billion fine on Facebook, the FTC has required the company create a committee to oversee data privacy with independent directors who cannot be dismissed by CEO Mark Zuckerberg for good faith work. In another FTC settlement concerning data privacy, Equifax was required not only to pay out $700 million but for its board to take responsibility for certifying that the company is implementing and assessing security safeguards stipulated in the agreement. Meanwhile, Uber lost two directors on Wednesday: Thrive Global CEO Arianna Huffington and Benchmark Capital general partner Matt Cohler. As of this week, there are no longer any all-male boards among the S&P 500. And a new study seeking to quantify board impact on firm value finds that a single director can make a big difference to the bottom line. Read on.

DIRECTOR'S DOMAIN: Progress, of sorts. Women now hold 27 percent of board seats in the S&P 500, a big leap from the 16 percent of recent years. Still, only 5 percent of the CEO roles at those same companies are held by women. Uber says it will tie executive compensation to diversity goals for the company, which will include a special focus on diversity in managerial roles. Meanwhile, an SEC commissioner voiced concerns that advocacy efforts to increase female representation on boards could lead to unqualified women becoming directors, (a perspective that Boardspan finds fallible given the high caliber of female board members we continue to see and a call-out never made about men). In other news, researchers, noting the high costs of poor succession planning, pinpoint some of the most common mistakes boards make in choosing new leaders and offer suggestions to prevent such missteps. Read More

DIRECTOR'S DOMAIN: Be strategic! Yes, everyone wants a strategic board, but it’s not always clear how to create one. This week Deloitte outlines seven steps to build a board’s capacity for providing meaningful strategy and an observer offers a related perspective on how to cultivate the kind of board-CEO relationship that can promote strategic discussion. Meanwhile, a new CEO report shows women are still losing out on top jobs to men, while the male-dominated real estate industry is making room for substantial numbers of women directors. Korn Ferry reflects on the increasing accountability—and lawsuits—directors face as they seek to balance the protection of shareholder value with the needs of vocal communities, employees, and other stakeholders affected by corporate decisions. Read More

DIRECTOR'S DOMAIN: The future is now. It's no longer enough for boards to oversee current policies and strategies; increasingly, say new studies and pundits, they need to have a sixth sense about what the future holds. Directors say the potential impact of disruptive business models and technologies, including AI, are even more significant than five years ago, while becoming harder for companies—and boards—to prepare for. Sustainability is also becoming essential board business and not all board members know how to approach it. Meanwhile, Nissan shareholders successfully elect new independent directors while sharply rebuking the chairman of Renault for what they consider a betrayal of the Japanese automaker. The New York State Comptroller issues a warning to Facebook that the state retirement fund he manages, which holds $1 billion in Facebook stock, will vote against the company’s directors if the social media giant fails to bring in an independent chairman to balance the influence of founder and CEO Mark Zuckerberg. Google workers protest policies they say are unfavorable to the LGBQT+ community by urging the board of San Francisco’s Pride Parade to exclude the search giant, a sponsor, from this weekend’s parade. Read More

DIRECTOR'S DOMAIN: Emphasis on ethics: A new study shows ethics is an increasing focus for compliance teams and boards. Separately, research now underscores that when workers feel that company values align with their personal values—allowing them to be “authentic” and themselves at work-- the risk of unethical behavior is diminished. Turns out that ethical cultures have something of a trickle-down effect! For concrete steps your board can take, see the Boardspan Library article below, “How Boards Can Get in Front of Ethical Lapses.” Meanwhile, PG&E’s recently refreshed board faces some skepticism from the California Public Utilities Commission, which wants more proof that its directors have the requisite expertise to turn around the bankrupt utility company. Alphabet shareholders this week went into the annual meeting with 13 proposals, including one which argued for breaking up the tech giant. A coalition of 650 CEOs from companies like Vimeo and Morgan Stanley are committing their boards and executives to creating and implementing diversity plans at large companies. Read More

DIRECTOR'S DOMAIN: Will foreign pressure reshape governance in Japan? French automaker Renault is pushing for more representation on Nissan's board committees, causing a rift that could undermine the Japanese company's new governance structure. Nissan and financial firm Nomura Holdings are both under attack for their allegedly lax oversight by global governance group ISS, which is advocating against the reappointment of the companies' CEOs. Japanese firms are also increasingly bowing to foreign activist investors and their demands for board seats and other governance changes. Meanwhile, Wells Fargo's search for a new CEO has apparently led to nothing but rejection from leading banking executives; the latest rumors suggest that interim chief Allen Parker may be given the role. Gretchen Carlson, a former Miss America (and former Fox News host), who helped remove the swimsuit competition from the pageant, is stepping down as chairwoman, following a backlash against changes at the organization. More than a dozen NRA board members, all of whom serve in an unpaid capacity, have been exposed for taking payments from the association. And in Illinois, a bill aimed at diversifying corporate boards passes but only after deleting language that would have required minority representation. Read More

DIRECTOR'S DOMAIN: The shareholders are restless. Facebook reveals that 68 percent of independent shareholders voted to strip CEO Mark Zuckerberg of his role as chairman. Concerns about the social network's leadership and its accountability may be real, but the vote was largely symbolic since Zuckerberg controls the majority of voting shares; another proposal attempted to eliminate that advantage, too, but was likewise out-voted by the CEO and his supporters. Among eight failed proposals was one championed by conservative groups that would have mandated political diversity on Facebook’s board. Meanwhile, a study reveals the power of digitally savvy directors to positively influence revenue growth at large companies—as long as there are 3 or more on the board. Ironically, BlackRock, which has been a prominent champion of diversity and independence on boards, is being sued by the hedge fund Saba Capital for allegedly blocking outsiders from board seats. Plus, in the name of diversity: The 150-year-old YWCA Greater Cincinnati welcomes its first male directors to the board. Read More

DIRECTOR'S DOMAIN: Exec pay keeps making waves: A new survey reveals that average CEO compensation is growing at almost twice the rate as average worker pay. Tesla boss Elon Musk tops the list with a $2.3 billion package. Also record-setting was the turnover rate for CEOs, which hit an all-time high in 2018, thanks to both planned and forced exits, with the latter mainly due to ethical lapses, financial performance or board struggles. Meanwhile, Facebook investors are bringing a bevy of shareholder proposals to this week's meeting, designed to limit Mark Zuckerberg's power over the company or to break it up. There are remarkably few women in the C-suite and boardrooms of the 10 largest companies going public this year. A proposed $44 million settlement meant to address lawsuits against the Weinstein Co. by accusers, creditors, and lawyers could come undone as some of the women who have accused Harvey Weinstein of sexual misconduct have signaled they won't agree to terms. And the latest governance finger-pointing is directed at Boeing, whose board is now facing intense scrutiny. Read More

DIRECTOR'S DOMAIN: General Motors and CBS are charting new territory as some of the first Fortune 500 boards to include more women directors than men. The Nike board faces a re-opened shareholder suit claiming the board knew about but didn’t address sexual harassment claims. McDonald’s this week was hit with 25 new sexual harassment charges that cite misconduct at restaurants across 20 cities. Meanwhile, hourly workers at Walmart pinned their hopes on presidential candidate Bernie Sanders, who is advocating for them to gain a seat on the board. Sander's rival Kamala Harris proposes fines for large companies who pay women less than their male colleagues. And several observers take a closer look at CEO pay practices and the concerns they are raising among employees, consumers, and investors. Read More

DIRECTOR'S DOMAIN: Rule followers: Shareholders are filing more proposals targeting social and environmental issues they want companies to address—doubling the percentage of climate change-related proposals filed at non-energy sector companies in the past five years. But SEC rules categorize many of these shareholder demands as unreasonable, finding that rather than targeting high-level governance issues, they amount to micro-management of company business. Some suggest it's time the agency update its rules to clarify what types of social and environmental shareholder proposals are appropriate. Meanwhile, Facebook is said to be nearing a deal with the FTC that would require the social media company to submit to 20 years of oversight and place privacy policing in the hands of its board. At a time when many companies have been derided for inflated CEO pay packages, Wells Fargo’s search for a CEO is apparently slowed by limits on what the bank can offer a new executive. Read More

DIRECTOR'S DOMAIN: Warren Buffett set off shock waves this week with his assertion that corporate board member are overpaid and under-performing when it comes to independent decision-making. For a sense of what he might consider reasonable pay, note that Berkshire Hathaway board members are paid less than $7,500 annually. Others argued that rising director pay is justified, given the increasing demands on directors. A novel demand arose this week when a judge ordered the PG&E board to visit the scene of a devastating fire which the utility says was likely caused by its equipment. The Boeing board revealed it had not discussed safety when considering plans for a fast-to-market 737 Max jet. In other news, the FTC apparently seeks governance changes at Facebook, while lawmakers want the FTC to hold corporate officers personally liable for the social media company’s privacy violations. Read More

DIRECTOR'S DOMAIN: Moving on: For nearly two decades former Google CEO Eric Schmidt has sat on the company's board, but he will step off the Alphabet board next month, as will Diane Greene, Google’s former head of cloud computing. Rising CEO pay packages, many now in the double-digit- and even triple-digit-millions, continue to elicit scrutiny, and calls by professional investors for the SEC to require corporations to explain their methods for setting executive pay. The Boeing board faces questions about its risk management practices, but shareholders are unable to secure a split of chair and CEO roles at the aircraft maker. Facebook’s lapses in privacy protection lead to a lawsuit against the company’s board members and talk that the FTC seeks to hold CEO Mark Zuckerberg personally accountable for the data leaks. Plus board news from Tesla, the NRA, Bayer, and more. Read More

DIRECTOR'S DOMAIN: Vroom. Women now make up a majority of the board at General Motors—a symbolic turning point for the traditionally male-dominated auto industry. This shift comes as the overall size of the GM board shrinks from 13 to 11 with the retirement of two male directors. Another automaker trims its board this week, also: Tesla will go from 11 to seven directors—only two of the remaining group are women. A new study shows that low board turnover is a real contributor to the lack of diversity in the boardroom—with the average director staying in the job for about a decade. A critic calls out the Disney board for approving a plan that pays the CEO more than 1,000 times what the average worker makers—Walt Disney’s grandniece Abigail Disney says that’s “insane.” The CBS board calls off its CEO search for now, extending Joseph Ianniello’s interim CEO status through the year. Read More

DIRECTOR'S DOMAIN: It’s proxy season and executive pay is top of mind: CEO pay continues to rise and stock-based compensation is growing as a percentage of total packages. A revealing report shows at least 13 CEOs make 1,000 times more than the average worker at their companies, with many execs on the list hail from brands well known to consumers—Disney, Starbucks, and Chipotle to name a few. Meanwhile, observers suggest investors need transparency into how pay and performance are actually linked. Another report finds that pay practices involving restricted shares are boosting exec annual salaries by up to 25 percent at some financial and real estate firms where dividends are large. In other news, mutual fund giant Vanguard is taking aim against over-boarded directors and promises to vote against the election of directors who would sit on more than four boards. Amazon employees throw their weight behind a shareholder proposal demanding the company take action to mitigate its environmental impact. The Boeing board, quiet since the company's aircraft have been implicated in two fatal crashes, is stepping up to investigate safety policies. Read more…

DIRECTOR'S DOMAIN: As Artificial Intelligence comes to life, ethical considerations are front and center for many boards. Boeing, under increasing pressure to explain why pilots apparently struggled to overrule automatic controls before the crash of two Max 737 jets, creates a new board committee to review design and safety standards. Amazon shareholders win SEC approval to have a say in whether the company can sell facial-recognition software to governments. Google pulled the plug on a brand new A.I. ethics board after employees loudly criticized its choice of board members, including representatives of organizations that deny climate change or promote military use of drones. Helpfully, commentators are already offering perspectives on what boards need to think about when it comes to AI. Meanwhile, PG&E gets a new CEO and board, Illinois advances a bill that would require corporations to add women and African Americans to their boards, and members of the Sackler family, accused of profiting from the opioid epidemic, are leaving the boards of prominent non-profits. Continue reading…

DIRECTOR'S DOMAIN: Troubling times for many boards. The Purdue Pharma board, accused of plotting to illegally increase sales of prescription painkillers, denies the charges. Google’s just-named AI ethics board is coming apart as critics take aim at the credentials and politics of its members. PG&E, as it remakes its board, gets a talking-to from California Governor Gavin Newsom for choosing directors without experience in managing utilities. The Wells Fargo board finds itself without a CEO or apparently a succession plan to replace him. Meanwhile, the push to include workers on corporate boards continues, with Walmart employees arguing for a voice in the retailer’s decision making. Read More

DIRECTOR'S DOMAIN: Meet your new board colleague, an algorithm. A VC firm is the first to give a board vote to an A.I. program — and pundits have quickly piled on with opinions about how this might play out. Or, as one A.I. enthusiast might put it, What could possibly go right? The suggestion that the times they are a changin’ is also at the heart of Board 3.0, a proposal to remake corporate boards with more involved, informed directors who have the market credibility to assuage activist investors and shift the dynamic of situations like the one at Bed, Bath & Beyond, where the entire 12-person board could be replaced at the insistence of three investors who collectively hold a 5 percent stake in the company. Meanwhile, some boards are being asked to consider whether political persuasion shouldn’t be a diversity criteria, ensuring boards don’t lean totally liberal or conservative. On many fronts, it looks like a brave new world for governance. Read More

DIRECTOR'S DOMAIN: CEO pay is back in the news this week as companies facing serious challenges, including Boeing and Wells Fargo, report hefty raises for chief executives. Some observers ask whether stock plans that incentivize healthcare CEOs to grow share prices contradict the notion of patient-centered care, while others ponder the possible response to boards that approved sizable CEO raises despite negative shareholder returns. And if you are pondering a new board recruit, note a new study that reveals that companies whose boards have at least three digitally savvy directors show significantly higher revenue growth. Read more…

DIRECTOR'S DOMAIN: Though we usually associate it with a sense of uncertainty and peril, “crisis” literally means a moment of decisive change. It’s certainly what boards need to be ready for. A partial roundup of this week’s crises: Boeing faces global fears that the 737 Max 8, the best-selling airliner ever, which is currently banned from flight in most countries, may be fatally flawed. Several investment firms found themselves making fast management changes after a number of executives were charged with bribery and other illegal efforts to gain admission for their children into colleges. Facebook became the subject of a criminal investigation into the user data-sharing arrangements it made with other tech companies.… It’s easy to get swept up in all the hair-raising news, but we have a better idea: Use your time to prepare for the unexpected. Really! We suggest you start with the seven tips in Is Your Board Ready to Manage Through a Crisis? (which we shared last week and are sharing again because we believe it’s a timely and valuable read). Read More

This week we take a break from our usual programming to bring you a Boardspan Special Report on Managing Through a Crisis.

It's only March but already this year boards of all stripes have found themselves managing events like the sudden loss of a CEO, bankruptcy, an activist campaign or the fallout from executive misconduct. So, we gathered insights from a number of public company directors and governance experts and distilled their suggestions into a resource for all who recognize the importance of expecting the unexpected! Continue Reading…

DIRECTOR'S DOMAIN: What’s a board to do? That’s the question many are asking in the wake of Tesla CEO Elon Musk’s latest market-moving Tweets, which defy restrictions the SEC placed on his social media habits. But it’s not just the Tesla board observers wonder about—what about board members (at Facebook and other companies) who don’t have voting power or financial levers to rein in misbehaving CEOs? Wynn Resorts, whose board allegedly looked away when the company’s founder and former CEO was accused of sexual misconduct, is now subject to the largest fine ever levied by the Nevada Gaming Commission. Meanwhile, an Apple shareholder, concerned about Silicon Valley’s liberal-leaning politics, seeks disclosure of board members’ political ideologies. The PG&E board approved cutting $130 million in employee bonuses in the wake of its bankruptcy. And Indra Nooyi joins the Amazon board, bringing the total number of women to 5 out of 11. Read More

DIRECTOR'S DOMAIN: What could asset managers, employees, environmentalists and governments have in common? They are all vying to influence governance at major corporations! Sometimes, they’re successful, as evidenced by coal company Glencore bowing to investor demands that it limit fossil fuel output. Meanwhile, a hedge fund has nominated five new directors at Bristol-Myers Squibb. Nissan is backing away from a governance structure that would have entitled the new chairman of Renault to also lead the Japanese automaker’s board. A Google investor is backing employees who want a seat on the company’s board. With activists emerging from every corner, savvy boards, argues a post on the Harvard Law School Forum on Corporate Governance, will take a proactive approach, expecting activist engagement and learning to balance the role of shareholder representative and management advisor. Read more...

DIRECTOR'S DOMAIN: Corporate structures, ownership and governance are something of a hot topic this week! As Lyft prepares to go public, its founders reportedly aim for a voting structure that ensures their control (regardless of performance or ownership)—even as the S&P 500 and others have moved to block companies with such nontraditional structures. Lawyers and governance experts from many spheres are issuing public pronouncements about the challenges arising from prevalent models of shareholder-centered governance. Studies look, too, at whether ESG or diversity policies are beneficial for corporations or society. Meanwhile, PG&E promises to overhaul its board before a May meeting. REI’s CEO steps down after failing to inform his board about an affair with an industry colleague. The board of Citgo, an oil refiner and US-based subsidiary of Venezuela’s state-run oil producer, looks likely to be reshaped as global politics roil the company. Read more…

DIRECTOR'S DOMAIN: Shareholders make their voices heard in the boardroom this week. Hedge fund Starboard Value installs its chief executive as the chairman of pizza chain Papa John’s. An investor group wins support from the BP board to increase climate-related disclosures. An activist investor gets the ear of drugmaker Allergan with its demand to split the chair and CEO roles. Meanwhile, Starbucks COO Rosalind Brewer joins the board of Amazon. A report shows women now hold 30% of board seats in Australia’s top 200 companies, but a critical analysis suggests that a handful of women sitting on multiple boards may undermine the picture of diversity painted by this news. The Intel board names the company’s next CEO and the Nissan board apparently plans to dismiss former CEO Carlos Ghosn from the board at a special meeting in April. Plus our own Boardspan board member Mary Cranston, who has been a director of seven public companies, offers some sage advice on ensuring healthy board dynamics in The Three Attributes of Wise Boards. Read on.

DIRECTOR'S DOMAIN: Call it a green rush. For months we’ve noticed executives and former politicians flocking to the boards of cannabis companies (including several more this week), suggesting a gold rush is on. This week former Autodesk and Yahoo CEO Carol Bartz, upon joining a cannabis company board, compares the field to the early days of technology—vast opportunities and, to her mind, the chance to have a positive impact on people’s lives. And various cannabis company board members appear at Davos. Meanwhile, the PG&E board draws scrutiny as the utility heads into bankruptcy. The SEC investigates Nissan's pay policies. Intel’s lack of succession planning is showing. CEO confidence plummets. Continue reading…

DIRECTOR'S DOMAIN: A breakout year for ESG? Taking environmental, social and governance factors into account has always made good business sense and suddenly the decades-old investment concept is in vogue as a corporate strategy. BlackRock CEO Larry Fink says in his annual letter to CEOs that people expect companies today to help solve social and environmental problems and that only by aligning around a meaningful social purpose can a company expect to profit. Ahead of that letter, a group of BlackRock shareholders called out the investment management firm for not doing more to address climate change. Amazon shareholders demand that the company halt sales of a facial recognition technology that critics argue may violate privacy and civil rights and could abused by repressive governments. Meanwhile, tech companies increased lobbying efforts to stave off regulatory efforts some legislators believe are needed to protect personal privacy, reliable sources of information and more. Also, a new study shows that when companies are required to report gender pay discrepancies, not only are the imbalances addressed more quickly, but more women are hired and more women are promoted into leadership. Lots to ponder, but if you're short for time, skip right to this week’s must read: Boardspan CEO Abby Adlerman's interview with KKR Co-CEO George Roberts offers insights on governance, crises and a board member's greatest advantage: being well informed. Read on…

DIRECTOR'S DOMAIN: Spot on. State Street, alongside many others including Boardspan in our top ten hot topics of 2019, recognizes that oversight of corporate culture is a board priority for the new year. In a letter to public companies the investment firm urges boards to take a proactive role in this area and offers a framework for doing so. Meanwhile, the Alphabet board faces a shareholder lawsuit for its role in the alleged cover-up of sexual harassment claims made against senior executives. The board of privately held WeWork is taken to task by the media for apparently allowing the CEO to profit from leasing property he owns to the company. The board of Purdue Pharma, maker of the pain reliever Oxycontin, is sued by Massachusetts’s attorney general for its role in the opiate epidemic with new allegations suggesting that members of the Sackler family, the majority owners, pushed aggressive sales tactics even after there was evidence that the drug was being abused. Taken together, it does look like company culture will play a prominent role in business again this year. On another note: the government shutdown may cause extra headaches for boards if the short-staffed SEC is unable to review offbeat shareholder proposals that companies would like to see dismissed. Read more.

DIRECTOR'S DOMAIN: Important vs. Urgent. It’s not always easy to make time for the critical but non-time-sensitive issues, and yet that’s exactly what high-value boards will do as they map out their plans for 2019. Boardspan has created a Top 10 list of hot topics you’ll want to consider as you draw up your agendas. A new Harvard Business School survey of large company boards finds that technology & innovation, arguably among the most important opportunities and threats across all industries, is not considered a top concern by most directors. Another study finds that even as large company boards grow more diverse, C-suites remain heavily dominated by white men. A helpful report from Harvard Business Review suggests a new way of thinking about the critical issues of privacy and security that forward-thinking board members will want to consider. Lots to ponder as you contemplate what is too important to be set aside --even when the next urgent issue arises. Read on…

DIRECTOR'S DOMAIN: Scrutiny. It could be the Word of The Year. The biggest woes of corporate governance this year have been brought to the forefront by people or organizations scrutinizing situations that troubled them, practically begging for a deeper dive. As the Wall Street Journal reveals about Carlos Ghosn's fall from his role atop Renault and Nissan to a Tokyo jail cell, his lavish lifestyle led executives wary of his counter culture attitude to begin secretly investigating their CEO. The scrutiny of reporters on the #MeToo beat dethroned Les Moonves at CBS, where this week the board confirmed that it is justified in firing the former CEO without severance. Now shareholders are scrutinizing how Amazon’s business practices affect and are affected by climate change. Civil rights groups are scrutinizing Facebook's governance structure, as fresh accounts surface of alleged privacy lapses. And the list goes on. Word to the wise: As a board member, you can use scrutiny to your benefit by proactively examining unusual situations and addressing puzzling findings before they become problematic. Read more…

From all of us at Boardspan ... Happy Holidays! Director’s Domain will take a brief break and see you in the New Year.

DIRECTOR'S DOMAIN: Naughty or nice, activist investors continue to make their presence felt. They invested an astonishing $74 billion in the year that ended in September, mostly in large companies that they hope to make more profitable, often by reshaping boards and, with them, strategic decision making. This week’s news shows the trend continues with an American hedge fund taking a $1 billion stake in France’s Pernod Ricard and looking for changes to the board, and other major shareholders signaling they want to see change at Yelp and Cars.com. Tesla CEO Elon Musk is back in the news, saying in a 60 Minutes interview that it’s unrealistic to expect the largest shareholder to defer to the chairman of the board and that he does not respect the SEC. He later clarified his views on Twitter, claiming that Tesla will retire the role of chairman in three years. Legal experts offers some insights into the legal implications of a CEO making pronouncements by Tweet. Another legal team offers some helpful info on what to expect in the 2019 proxy season. And the word is in: Women have the most success gaining board seats where quotas are imposed by law. Read On.

DIRECTOR'S DOMAIN: Compliant or complicit? That is the question. At least that's what many a boardroom pundit is asking this week. A draft report into claims of sexual misconduct by former CEO Leslie Moonves suggests that some directors knew of his alleged abuse and failed to alert other board members as required by the duty of loyalty. Governance experts say directors at Nissan knew, or should have known through their review of financial filings, about the irregularities in compensation reporting that have landed its CEO and chief of staff in a Tokyo jail. A shareholder suit against the Lululemon board claims directors should have been aware of and addressed the culture of harassment that took place during the ousted CEO's tenure. Meanwhile, the Facebook board signals its support of COO Sheryl Sandberg’s probe into George Soros and his financial interest in the company. Also, the Wall Street Journal dissects the decision by the board of Dick’s Sporting Goods to rewrite its gun sales policies in the wake of mass shootings, choosing to do what it thought was the right thing, regardless of legal requirements or financial consequences. Read More…

DIRECTOR'S DOMAIN: Oversight. The word can, of course, refer to the all-important governance function of ensuring that the executive team is properly carrying out its responsibilities, and yet it can also refer to a lapse or mistake or neglect of something. When a board doesn’t live up to the first definition, it usually ends up defending accusations that it has engaged in the second. The Nissan board is in that situation, following the arrest of its now-deposed chairman, Renault CEO Carlos Ghosn, who is accused of financial improprieties that observers say would not have been possible if the board had been doing its job. Oversight, (the governance function), would be the best form of damage control for Facebook, suggests one observer, who advises CEO Mark Zuckerberg to “submit to governance” and let the board assume the role of his boss, as a way to right the beleaguered social media company. And oversight is presumably what activist investors wanted at Campbell Soup, where they have won the right to install two board members and participate in the election of a new CEO. In other news, as “ESG” programs move from “nice to have” to “must have” in the eyes of many, Google employees, once again, aim to persuade the leadership team to place more value on the “Social” aspects of business; on Wednesday hundreds of employees signed a letter protesting a deal that would bring a censored version of the search engine to China. Continue Reading.

DIRECTOR'S DOMAIN: Regulators are making their presence felt: Wells Fargo receives a rebuke from the Office of the Comptroller that sidelines a top executive. Tesla responds to SEC demands and names a new chair to provide oversight of CEO Elon Musk. The SEC warns public companies that a cybersecurity failure may be considered a violation of rules governing internal accounting controls. And a different type of cybersecurity risk seems to be on the horizon: realistic-looking video of a CEO saying whatever a forger wants them to. Meanwhile, the New York Times takes a deep investigative dive into executive decision-making at Facebook and suggests that information flow to the board is not always as fluid as directors might like. Finally, some 17 percent of S&P 500 CEO’s hired from outside are gone within three years—could better succession planning help? Read More…

DIRECTOR'S DOMAIN: Politics. They’re on everyone’s mind, including many a vocal CEO. A recent Stanford University survey on how CEO activism shapes public perceptions suggests that taking a public stand yields decidedly mixed results. The fallout from the #MeToo movement continues to require board attention on many levels: (i) pension fund managers are increasing their due diligence around harassment reporting; while (ii) executive compensation agreements are being rewritten to explicitly include harassment as cause for termination. Decisions facing the CBS board since former CEO Les Moonves’s dismissal over harassment accusations may delay it from naming a new CEO for months. Meanwhile, just in time for boards conducting their annual performance evaluations, Corporate Board Member publishes suggestions for avoiding common assessment mistakes, courtesy of Boardspan CEO Abby Adlerman. Read On...

DIRECTOR'S DOMAIN: Harassment. It’s a topic that is clearly not going away. The New York Times reported last week that three former Google executives had been protected by the company after it had concluded they had engaged in sexual misconduct—one executive allegedly walked away with a $90 million package. The critical query of “What did the board know?" has been making the rounds, along with bitter complaints by employees, some of whom plan a walkout today (Thursday). Meanwhile, some 250 people, so far, have been interviewed as part of ongoing investigations into the culture at CBS, where several top executives including CEO Les Moonves were ousted for alleged misconduct. Fortunately, new approaches to harassment prevention continue to be explored. Tesla’s board faces a shareholder lawsuit accusing it of covering for Elon Musk and his troublesome tweeting. CEO Mark Zuckerberg is summoned to appear before UK and Canadian parliamentary committees, which seek information on Facebook's data collection and sharing policies. Plus, we've gathered some great insights here for boards wondering how to guide their CEOs in this era of corporate activism or how to ensure diversity throughout an organization. Read More.

DIRECTOR'S DOMAIN: Deep breath. After a long, steady stream of crises, the boardroom is relatively calm this week. It's a perfect opportunity to step back and contemplate what a board needs to do its job well and to prepare for the challenges that may be lurking around the next bend. On cue, Warren Buffet, Mary Barra, Jamie Dimon, and others who delivered their Commonsense Principles of Corporate Governance two years ago have issued an update. A new risk framework is proposed to help boards make informed decisions that consider the potential downside (and upside) of changes in a fast-moving world. A new study helps boards understand the impact of compensating CEOs with stock. Ellen Pao, writing in Wired, challenges the rationale of founders' rights, which can leave powerful public companies devoid of standard governance mechanisms. Meanwhile, New York’s Attorney General files suit against Exxon-Mobile claiming the company engaged in a long-standing scheme to deceive investors by downplaying the risks posed by climate change. The CBS board, grappling with the ouster of former CEO Les Moonves and subsequent resignation of several board members, loses its interim chairman. Plus, lots of other good reading here…

DIRECTOR'S DOMAIN: Executives as diplomats. Prominent corporate leaders this week find their business relationships, ethics, and reputations mixed up with a political crisis that only underscores how complex and dynamic global business culture has become. The disappearance and alleged murder of Saudi journalist and dissident Jamal Khashoggi on the eve of a high-profile Saudi business conference, and as the board composition of a major new Saudi initiative was announced, makes evident the diplomacy now expected of top leadership. Many executives have backed out of the conference and off the board, but given the billions of dollars of Saudi investments in U.S. businesses, this topic is likely to dominate board conversations for some time. Meanwhile, a number of public pension fund managers issued a call for Mark Zuckerberg to relinquish the chairman role at Facebook. Heirs of the original Campbell’s Soup family are complicating the plans of a hedge fund looking to reseat the board. Research shows that older, larger companies are making great strides toward gender diversity on boards—while fresh-faced startups are not. Plus, Boardspan CEO Abby Adlerman offers her perspective on the Chair-CEO role in a Reuters article on Citigroup CEO Mike Corbat. Read More.

DIRECTOR'S DOMAIN: Busy boards. The Tesla board is rumored to favor James Murdoch, outgoing CEO of 21st Century Fox, son of media mogul Rupert Murdoch and an independent director at Tesla, to serve as its new Chairman. It’s a high profile role and whoever fills it surely will be looked upon to curtail CEO Elon Musk’s habit of speaking his mind on Twitter and more. (See the Reuters article below for a comment on just that theme by Boardspan's own CEO Abby Adlerman.) The Uber board has evolved, says CEO Dara Khosrowshahi, who suggests that the ride-hailing company’s high-profile board battles are a thing of the past. The GE board’s ouster of CEO John Flannery in favor of independent director Larry Culp apparently has other chief executives questioning the intentions of some who sit on their boards. Activist investors are making waves by buying big stakes in Starbucks, Campbell Soup, and others— and a new report suggests even more activity is on the horizon. And the beat goes on. Continue Reading…

DIRECTOR'S DOMAIN: Coming soon to boardrooms: More women. At least, that’s what a new law signed last weekend by California Governor Jerry Brown aims to ensure. Critics have been quick to point out various flaws in the legislation, and it will be interesting to see which organizations will sue and take on a very public fight to protect the perpetuation of all-male boards. Investors, too, are demanding greater female representation on boards: State Street this week said it has already voted against 500 nominating committee chairs on all-male boards and warns others that have not heeded its calls for change that more "no" votes are yet to come. Meanwhile, the SEC will require Tesla CEO Elon Musk give up his role as chairman of the electric carmaker as punishment for his inappropriate tweeting; a New York Times report on how Musk’s deal with the government fell apart and came back together only underscores how much influence he carries with the board. The Times’ pursuit of another story—how non-profit medical center executives profit from their appointments to for-profit healthcare boards—has resulted in some major shakeups at New York’s Memorial Sloan Kettering Cancer Center. Meanwhile, embattled retailer J.C. Penney names former Joann Stores CEO Jill Soltau as CEO. Read More.

DIRECTOR'S DOMAIN: The era of accountability. Just about everywhere you look, cultural shifts and demands for greater corporate responsibility are remaking boards and rewriting governance standards. The CBS board, still reeling from the forced departure of CEO and chairman Les Moonves amid sexual harassment allegations, learns its lead independent and one other director are stepping down unexpectedly, even as the company names a new interim chairman. Shareholders again attack Mark Zuckerberg’s dual role as CEO and chairman of Facebook in the wake of the overnight resignation of Instagram’s CEO and CTO. The board of gun maker American Outdoor Brands, having lost its battle against a shareholder proposal, is required to produce a safety report. Michigan State University’s board of trustees is the focus of protests by students and others concerned that the trustees did not do enough to protect students from former sports team doctor and convicted sexual abuser Larry Nasser. In other news, the Merck board tears up its age-limit policy to keep CEO Kenneth Frazier on as CEO. England’s Labour Party would require workers representatives on all boards. A study of shareholder activism in the U.K. shows that companies with more female directors are less likely to be targeted. And a U.S. law firm suggests that given the increased public attention paid to sexual harassment, corporate culture, gender pay gaps, and diversity, boards should see it's time to be proactive not reactive on these issues. Hear, hear. Read on...

DIRECTOR'S DOMAIN: Taking it to the Boards… Shareholders have been more active than ever in 2018 and are winning more concessions. Cases in point: Both Symantec and Qualcomm say they will add new directors at the behest of investors. The California state pension fund, which manages $360 billion in assets, has voted against 43% of executive pay packages and says its tactic of voting against Nom & Gov Chairs of all-male boards is beginning to persuade executives of the need to include women directors. ISS is currently weighing the possibility of recommending ‘No' votes against directors whose boards don’t include women. Meanwhile, in the news: The Justice Department has opened an investigation into Tesla CEO Elon Musk’s tweets about going private. Wells Fargo is rumored to be looking for a new CEO. Women now make up 30% of directors at large UK companies. And … observers question whether the Saleforce board will come to rue Marc Benioff’s purchase of Time, and why the CBS board will suffer no consequences despite its responsibility for company culture. Read On...

DIRECTOR'S DOMAIN: Information is powerful—if you have access to it and trust its source. That “if” plays a crucial role in various boardroom dramas unfolding this week. Theories are circulating as to why the CBS board, which apparently learned months ago of sexual harassment allegations against CEO Les Moonves, did not act until this week to negotiate his departure and remake the board. Other theories are in the air about why a Goldman Sachs executive’s call to a whistleblower line was not reported to the bank's board. Meanwhle, Facebook directors are being sued for allegedly putting the interests of CEO Mark Zuckerburg over shareholders. Jack Ma announced that his upcoming retirement from Alibaba comes after 10 years of succession planning to ensure the company’s enduring viability. The U.S. Olympic Committee elects Susanne Lyons as its new Chair, while underscoring their emphasis on keeping athletes safe. Read More.

DIRECTOR'S DOMAIN: Better qualified. Studies of gender diversity quotas for boards in Europe show that female directors appointed after quotas took effect were not less qualified than their male peers—in fact they were more likely to have professional degrees and certifications than their predecessors. Nevertheless, debate rages on about the California law that will require companies to include at least one woman director in 2019 and two or more in 2021, if signed into law by Governor Jerry Brown. Meanwhile, a prominent director steps off the board of the company that owns MoviePass, with claims that management has actively bypassed the board on decisions that require board approval. Theranos, once valued at $1 billion, is being dissolved, leaving investors with hundreds of millions of dollars in losses. The board of USA Gymnastics accepted the CEO’s resignation and has appointed a management committee to run the organization as it seeks a new leader. CBS looks to settle with the Redstone family ahead of a court date. Read on...

DIRECTOR'S DOMAIN: Step by step. California legislators moved a little closer on Wednesday to requiring public companies based in the state to include women directors. At Boardspan, we think that’s a good thing—to understand why, see “Say Yes To Quotas!” (below). Meanwhile, a new study looks into the real costs of unethical leadership, and Ellen Pao, perhaps best known for pursuing a gender discrimination lawsuit against Kleiner Perkins, writes on the need for CEOs and boards to embrace a more ethical approach to leadership in the social media space. Harassment issues continue to make the news, as the Barnes & Noble board says that former CEO Demos Parneros was fired for misconduct. CBS shareholders file a suit against the company for not making public the allegations against CEO Les Moonves. And the governance crisis ignited by harassment allegations at Wynn Resorts yields five lessons boards can learn from. Keep reading...

DIRECTOR'S DOMAIN: Does corporate governance fulfill its mission? As Senator Elizabeth Warren and President Trump propose radically different reforms to governance regulations, observers take up the overarching question of what governance could and should be. The House of Representatives is considering new governance norms of their own with a bill that would prohibit legislators from sitting on corporate boards. Meanwhile, the battle for control of pizza maker Papa John’s continues, with the founder and board pitted against one another in an intensifying and very public fight. The Tesla board is criticized for failing to rein in CEO Elon Musk. And a new study of hedge funds sounds a warning to boards approached by activists: demands for cost-cutting don't often yield the favorable results sought. While the responsibilities and challenges facing boards are growing, the number of people seeking these roles continues to grow, too. We are often asked how to pursue a board opportunity—see our Boardspan Library article below for three easy steps you can take to help you land a seat. Read More.

DIRECTOR'S DOMAIN: Diversity in leadership, a perennial topic in business media, gets plenty of buzz this week. Erika Hayes James, dean of Emory University's Goizueta Business School, joins the SurveyMonkey board, bringing the software company’s board to gender parity. California moves one step closer to a quota system, which would require more female representation on boards, and critics make noise. Reports of the decreasing number of women CEOs of large companies continues to reverberate after Pepsi CEO Indra Nooyi’s resignation announcement last week -- and Boardspan CEO Abby Adlerman discusses how boards can reverse the trend. Meanwhile, the Tesla board found itself defending CEO Elon Musk’s assertion that the carmaker has been pursuing privatization; it named a special committee to evaluate the options, even as the SEC reportedly subpoenaed the company for information about Musk’s tweets. A congressman’s arrest over insider trading charges is inspiring a closer look at whether legislators should sit on corporate boards. At least one pundit is asking why Les Moonves hasn’t stepped down at CBS and whether his alleged misconduct will be overshadowed by other revelations from CBS’s legal battle with Viacom. Read on for all the details. Read More.

DIRECTOR'S DOMAIN: Where are the women? Opinions abound as to why the Fortune 500 C-suite, which peaked at 32 women CEOs last year, is not diversifying more rapidly. When Indra Nooyi leaves Pepsi later this year, only 24 women will sit atop Fortune 500 firms. Perhaps the defense industry has something to teach others, as three of its largest companies will soon have women chief executives. In other news, Tesla’s board issued a statement suggesting that CEO Elon Musk’s remarks about taking the carmaker private were not just idle tweeting; nevertheless, experts expect the S.E.C. will investigate his market-moving comments. Salesforce has a new CEO—make that a co-CEO, as Keith Block joins Marc Benioff in a dual CEO-ship. The CBS board has taken charge of three investigations into sexual harassment and workplace culture at the media company. Rep. Chris Collins (R-New York) is arrested for insider trading, accused of passing along information he learned as a board member to family members who traded the stock ahead of news that sent the company’s shares sliding. Read More.

DIRECTOR'S DOMAIN: Complicated times. The CBS board, in the midst of a lawsuit likely to determine the company's chance of remaining independent, must now consider whether longtime CEO Leslie Moonves will continue to lead the media company in the face of allegations of sexual harassment. For now Moonves, who denies any wrongdoing, remains in charge. Separately, Moonves and other CBS executives are accused of destroying evidence related to the battle for control of the company. Meanwhile, Mike Cagney is back in the money: The former CEO of SoFi received financial backing from two venture capitalists who sat on the SoFi board when Cagney was ousted following an investigation that revealed he was having an extramarital affair with a coworker, though he had told the board he was not. Papa John’s founder, who was forced to resign his role as chairman after reports he made a racial slur, is now suing the company for communications between board members related to the decision to oust him. The board and management of Univision are embroiled in a dramatic feud. And in other news, Land O'Lakes announces new leadership, bringing the number of women CEOs in the Fortune 500 to 25. Read More.

DIRECTOR'S DOMAIN: CEO turnover. It’s happening more often and with less predictability than ever before. This week a Canadian pipeline company lost its CEO amid a board investigation. Lululemon presented its new CEO, several months after the apparel maker’s former chief executive stepped down following allegations of misconduct. The CEOs of Fannie Mae and Gilead Sciences announced their departures. We learned that Fiat Chrysler’s CEO died unexpectedly following surgery. Boards that haven't mapped out a leadership path for the future will want to check out the Wall Street Journal article on the importance of succession planning for catastrophic events and learn about the real costs of not having a strong succession plan in this article from the Boardspan Library. Organizations that have recently been through a CEO change might take a closer look at the three actions Harvard Business Review suggests boards can take to help new CEOs address their leadership development gaps. In other news, the board of Papa John’s put in place a “poison pill” to prevent the company’s founder from regaining control. And the median pay to corporate directors hit $300,000. Read more.

DIRECTOR'S DOMAIN: Second thoughts: Papa John’s founder resigned as board chair, but now thinks he made a mistake by doing so, saying the board pressured him to step down before it had conducted an investigation into his alleged use of the “n-word.” It turns out that (Papa) John Schnatter was also in talks with Wendy’s about a possible merger at the time. Texas Instruments chair and former CEO Rich Templeton is back in the corner office just months after announcing his retirement; he returns to the job after newly promoted CEO Brian Crutcher resigned over an apparent violation of the company’s code of conduct. Meanwhile, if you were wondering whether the GE board could have done more to prevent the company’s downturn, you’ll be interested in an analysis in Harvard Business Review that suggests there were three big problems with the board that might have made a difference. And if you missed it last week, be sure to read Boardspan CEO Abby Adlerman's latest thinking on governance in this era of rising board expectations. Read More.

DIRECTOR'S DOMAIN: #MeToo hasn't been dominating headlines of late, but the movement’s impact continues to be felt in the boardroom. This week the Miss America pageant’s board is in upheaval after new chair Gretchen Carlson, whose accusations of sexual harassment ended the career of Fox News chair Roger Ailes, pushed to end the swimsuit competition. Lawyers say executive compensation agreements are being rewritten to include clawbacks for harassment-related resignations and other measures designed to deter bad behavior. In other news, shareholders voted a Bed, Bath & Beyond director off the board as a protest of the executive compensation plan. McKesson shareholders are targeting an audit committee member to protest what they see as the company's failure to mitigate the risks of distributing opioids. And Dow Chemical settles with the SEC after a three-year investigation into the reporting of executive perks--a move seen by some observers as an SEC warning to all. Amid it all, one thing is clear: The pressure on boards to prevent crises of misconduct, accounting, and much more, while providing sound strategic advice is changing the expectations for board service. Read Boardspan CEO Abby Adlerman's latest article for insights you can use on governance in this new era. Read more.

DIRECTOR'S DOMAIN: How to achieve more diverse boards? Let us count the ways: California considers a gender quota system. New York City's Comptroller requests companies be more transparent with their diversity stats—and gets a measurable response. Real estate investment trusts, presumably responding to public pressure, elect women directors in record numbers. --All of this may be good news for the organizations affected, as a new analysis suggests that companies with more female directors are less likely to be targeted by activist investors. Meanwhile, GE is revamping its business and its board. Increasingly, technology company directors don't hear shareholder complaints... because they are skipping annual meetings. An analysis by a couple of Canadian professors shows that a stronger board can mean less CEO pay. Plus a series of Q&As with prominent board members in Forbes offers some interesting insights. Click here to read all about it.

DIRECTOR'S DOMAIN: Let’s face it – being a CEO is not for the faint of heart. One day you’re on top of the world and the next day you feel squashed like a bug. And guess who has the ultimate accountability to make things right, better yet help preempt the problems? The board, of course! As Volkswagen’s supervisors struggled to find their footing, Theranos’ woes continue to get daily press and even state university regents lose their way, boards need to help find true north with and for their CEOs. The Wall Street Journal suggests we should humanize our leaders just a little bit more. And as we go to press, we’re watching the news of Intel’s CEO resignation over an employee fraternization matter. All that and much more in today’s Director’s Domain…happy summer solstice to all. Read more.

DIRECTOR'S DOMAIN: The shareholders are restless. In the past week, annual meetings at Facebook, Google, and Tesla have been scenes of protest, complaint, and shareholder proposals—evidencing a growing frustration not only with governance issues, but with the power tech companies have to influence outcomes for other businesses, consumers, and citizens. Activist investors demand that pharmaceutical company Allergan split the chair from the CEO’s role. Meanwhile, Starbucks announces that its chairman Howard Schultz is leaving the board but retaining the right to sit in on meetings; pundits suggest the coffee company founder will seek political office. The U.K. Department for Business, Energy & Industrial Strategy releases comments from U.K. executives attempting to justify the lack of women directors, and let’s just say, they seem to say more about the commenters than about women directors. And, if it wasn’t already apparent, Forbes points out that a shift in public perceptions is leading more people to view boards of directors as responsible when companies experience ethical lapses. Read more.

DIRECTOR'S DOMAIN: Crisis management. In an era where consumers, employees, shareholders, regulators and the media are more attentive and vocal than ever, crises can grow quickly. And, the latest evidence suggests, regaining trust after a crisis is more expensive than ever. Just ask Facebook, Uber, or Wells Fargo. Fortunately, there are steps a board can take to be ready for bad news and traits a board can look for, and help cultivate, in its CEO to prepare them to lead through crisis. Read on for articles about both. It probably wouldn’t hurt to read this week’s primer on note-taking in the board room, too, so you know where your own scribbles could end up. As for this week’s crises: U.S.C. loses its president amid a sexual abuse scandal, a whistleblower accuses former Infosys directors of wrongdoing, and the boardroom battle for control of CBS returns to court. Despite the calamitous times, CEOs are feeling more optimistic than they have in years… Hmmm, sounds like a good time to prep for the unknown. Read more.

DIRECTOR'S DOMAIN: Women CEOs, who last year held only 32 spots in the Fortune 500, continue to decline in number and are now down to 24. Some blame industry challenges for last week's sudden retirement of Denise Morrison from Campbell's Soup as well as the departure of Mondelez’s Irene Rosenfeld last summer. Regardless of reason, experts suggest that boards have not done enough to fill their pipelines with women who could take the helm. Meanwhile, one of the few African American men to lead a large company, Lowe’s new CEO Marvin Ellison, will be contending with activist investor Bill Ackman, who revealed a $1 billion stake in the retailer. The Amazon board, which recently acknowledged the need to include diversity candidates in future board recruitments, is taken to task for its current composition. Wynn Resorts shareholders voted down its executive pay plan. Facebook’s new director may escape a shareholder vote. USA Gymnastics remakes its board. And so much more. Read more.

DIRECTOR'S DOMAIN: Boards that don’t live up to the expectations of shareholders and employees are getting an earful this week. Tesla is hearing from shareholders and proxy firms unhappy with what they see as a lack of independence on the board and too much power in the hands of Chair and CEO Elon Musk. A similar scenario playing out at Facebook has shareholders likening the company’s governance structure to 'a dictatorship' and proxy advisors withholding support for the reelection of CEO Mark Zuckerberg as Chair. Amazon, after initially rejecting a shareholder proposal on the topic, reversed course and adopted a board diversity policy after it had garnered employee support. Meanwhile, Shari Redstone and CBS are engaged in a high-profile battle, each trying to outmaneuver the other for control of the CBS board, and therefore decision-making power to decide whether to pursue a potential merger with Viacom; a judge has ordered both sides to refrain from further moves until he issues a ruling—expected today. Read more.

DIRECTOR'S DOMAIN: Activism of all stripes is making headlines this week. Employees at Amazon are challenging the company’s stance on board diversity after Amazon opposed a shareholder proposal that would require it to formally consider diversity candidates. Shareholders of gun maker Sturm, Ruger & Co. won the firm's agreement to publicly report the actions it is taking to prevent gun violence. Investors in Telecom Italia defeated Vivendi in a shareholder vote, winning control of the board. Tesla shareholders proposed a change in directors that would leave CEO Elon Musk’s brother without a seat. And that's just some of the change demanded by activists! Meanwhile, new research shows that while all new CEOs generally engender short-term inefficiencies, over the long term outsiders tend to boost productivity more than those promoted from within. Another study shows the median salary of women CEOs of S&P500 firms bests that of men by nearly $2 million. And Netflix is upheld as an example of a new, more transparent era of board information. Changes, big and small, are shifting the landscape for boards. Read more.

DIRECTOR'S DOMAIN: Just do it. Women at Nike took the company’s mantra to heart this spring, hurdling over the human resources department to create their own internal report on harassment and discrimination in the workplace. At least six top executives are leaving in the wake of the report and onlookers are now asking what the board could have done differently to recognize and disrupt a culture allegedly unfriendly to women. Meanwhile, What’sApp founder Jan Koum, who has sat on the Facebook board since selling his company to the social media giant in 2014, is apparently resigning over the company’s data privacy practices. Xerox’s chief executive and its chairman are both stepping down, as activist investor Carl Icahn appears to be winning the battle to keep the company from being acquired by Fuji. Saudi Aramco, the world’s largest oil company, appoints its first female director—an unexpected event in Saudi Arabia, where laws prevent women from making many of their own decisions. Goldman Sachs is called out for failing to improve the gender balance of its board. And proposals to increase the gender diversity of Canadian companies seem to be gaining ground. Read more.

DIRECTOR'S DOMAIN: Fallout from the Wells Fargo scandals continues, with the bank now forced to give the Office of the Comptroller of the Currency the right to make changes to its executive ranks and board of directors. Of course, the board has undergone plenty of change since wrongdoing at the bank first became public, and now boasts five women on a 12-person board, including the first woman chair of a major U.S. financial company. Change may be in the offing for long-time board members at Wynn Resorts now, as Elaine Wynn, the casino company's largest shareholder, rallies investors to vote against cronies of her ex-husband Steve Wynn. In news you can use: Corporate Secretary weighs in with advice for preparing your company for the possibility of sexual harassment claims. The Wall Street Journal offers a terrific view into Southwest Airlines’ crisis management practices following last week’s deadly engine blowout. Finally, Strategy+Business suggests that if you sit on a board and are concerned about the CEO’s performance, don’t wait too long for “proof” that things aren't going well. Your willingness to appropriately address concerns early could be just what’s needed to avert disaster. Read on.

DIRECTOR'S DOMAIN: How's this for a refreshing idea: almost half of directors appointed to the boards of S&P 500 companies last year were novice board members, and of those, the majority were women or minority candidates! In other news, the data mismanagement scandal that led Facebook CEO Mark Zuckerberg to testify before Congress last week has become, this week, a rallying cry for institutional investors demanding governance changes at the social media giant. Several firms are speaking out about what they see as a need for greater board diversity and independence, a separation of the chair and CEO roles, a new risk oversight committee, and more. Meanwhile the sexual harassment scandal that led to the resignation of Steve Wynn as CEO of Wynn Resorts is responsible for ushering in a self-described “new era” at the casino company, which yesterday announced the appointment of three women to its male-dominated board. Even so, most boards are not talking about harassment, a recent poll finds, as directors believe it’s not a problem at their companies. It will be interesting to see if the increasing numbers of newly appointed women and minority candidates agree... Keep reading.

DIRECTOR'S DOMAIN: How to improve corporate governance? Not surprisingly (given the sway corporations have over economic, political, and environmental issues), this question is getting a lot of attention. Senator Tammy Baldwin suggests giving workers, who are directly affected by governance decisions, a say in who sits on the board, even as researchers study how machine learning could help companies build better boards. The MIT Sloan Management Review suggests that a modern board of directors must ensure not just that the company is pursuing its mission, but that it does so with concern for all stakeholders, not just those who have a financial interest in the company. And Venture Beat boasts a piece about the need for boards of AI companies to tackle ethics head on. These conversations are taking place amid the backdrop of data scandals, like those at Facebook and Equifax, as well as rising concerns about how humans will fare in a world of artificial intelligence. Much is at stake and yes, absolutely, this is an important question to be asking.

DIRECTOR'S DOMAIN: In light of massive personal data breaches at Facebook, some are asking if Mark Zuckerberg is the right person to oversee the social media giant. New York City comptroller Scott Stringer, with the city’s billion-dollar stake in Facebook as leverage, is calling for Zuckerberg to step down as chairman. Zuckerberg says that despite mounting troubles the board has not asked for his resignation. An opinion piece in the Wall Street Journal suggests that Facebook’s governance structure poses difficulties for directors who might challenge Zuckerberg's ability to lead or oversee the company. Down the road at Google, more than 3,000 employees have signed a letter protesting that company’s involvement with a Pentagon project that uses artificial intelligence to increase the accuracy of lethal drone strikes. Recently, former CEO and chairman Eric Schmidt suggested that his seat on a Pentagon advisory board will keep the country safer. Separately, a study shows that younger board members bring many of the same skills as their elder counterparts, and may pull ahead of the pack on strategy. Read on...

DIRECTOR'S DOMAIN: Another week, another disappointing board diversity statistic. Make that two: 1) Men outnumber women in leadership roles on all board committees by more than four to one. 2) The Federal Reserve Board's leadership is currently 80 percent male and 87 percent white. Meanwhile, the board of the Humane Society is under attack from some of its largest donors. Facebook directors face a shareholder suit accusing them of breach of fiduciary duty in the exposure of 50 million people’s personal data. Japan is rewriting its governance code. And a couple of business professors opine on why many CEOs are taking the lead as social activists. Also, if you are curious what its like to be in the room when BlackRock meets with board members to discuss policies affecting company culture and diversity, etc., you’ll find a pretty detailed list of the kinds of questions they ask below. Perhaps such conversations will eventually lead to some more encouraging diversity stats! Read more.

DIRECTOR'S DOMAIN: For the past five days, Facebook was top of the news following the revelation that lax protocols allowed the data of 50 million Facebook users to be illicitly shared with British data company Cambridge Analytics—news which caused the share price to plummet dramatically. Much was made of the fact that Chairman & CEO Mark Zuckerberg did not immediately address the situation publicly, though on Wednesday he offered an apology and laid out plans for shoring up the company's data privacy practices. Meanwhile, the Cambridge Analytica board immediately suspended its CEO after an undercover report showed him purportedly promoting unethical practices. In other news, CEO pay is now at its highest in history. Asset manager BlackRock is pushing boards to make progress on diversity, culture and compensation structure. New data shows that shareholder proposals now target environmental and social concerns more than governance issues. Some 82 percent of companies worldwide assign climate risk oversight to their boards. And more women are laying claim to the COO role. Read more.

DIRECTOR'S DOMAIN: It’s hardly news that CEO salaries have grown handsomely in recent years. Still, with new SEC rules requiring companies to explicitly state the difference between the chief executive and median worker salaries, outsize salaries are turning heads, as media outlets point fingers at company after company stating sizable pay differentials. Our first thought: Armed with all this data, it wouldn’t be surprising to see shareholders take aim at big pay packages. Indeed, Disney shareholders this week voted for the first time ever against a proposed pay plan for CEO Bob Iger. In other news, Goldman Sachs makes public its succession plan for the top job. The SEC charges Theranos CEO Elizabeth Holmes with committing massive fraud and separately charges a former Equifax executive with insider trading based on his early knowledge of the firm’s cyberbreach. The Wynn Resorts board is sued by the State of Oregon and two directors signal their departures. On another subject: For those curious about director liability in light of recent cases of corporate misconduct, we found timely insights in this post by two legal scholars at Berkeley Law. It is a synopsis of their paper, The Hidden Power of Compliance, which examines “four mega scandals: the General Motors ignition switch failure, the Washington Mutual collapse during the financial crisis, the security breach in Yahoo, and Wells Fargo’s fake accounts fiasco. While legal and compliance personnel are at the heart of the inquiry in all cases, their interaction with the board in each setting is different, changing the liability outcome.” Read on.

DIRECTOR'S DOMAIN: A governance guide for the #MeToo era: A group of pension funds that together manage more than $3.5 trillion in assets issues a report on sexual harassment and the risks it poses to corporations, with some fairly specific recommendations for boards and an extensive list of governance questions for investors to ask boards. Meanwhile, asset managers come under attack for rubber-stamping exorbitant CEO pay packages, even as the largest comp plan in history gets a nod of approval. The Nordstrom board rejects the family’s $8.4 billion bid to take the company private. And Broadcom’s proposed takeover of Qualcomm could be derailed by a U.S. government body concerned that a merger may negatively affect the country’s technological competitiveness and even its national security. Read on.

DIRECTOR'S DOMAIN: General Electric announced a radical board shakeup—more than half of its 18 directors will exit, three new directors will join, and the overall size will shrink to a more manageable 12-person board. Three of the four longest serving board members, all women, are out, leading to women occupying only 17% of the seats. Meanwhile, a report by Nordic bank Nordea suggests companies with more women leaders produce more stable returns. But in countries where quotas have ensured more women on boards, The Economist tells us, there has not been an increase in women executives. And as gender-pay-ratio disclosure becomes mandatory in the UK, Barclays shows how much less women earn, primarily because they are excluded from senior management roles. Plus, the New York Times reveals the details of how an all-woman leadership team failed to take over the Weinstein Co. Read more.

DIRECTOR'S DOMAIN: The fallout from alleged sexual misconduct rattles corporate America and increases pressure on boards again this week. Ford executive Raj Nair admits to inappropriate behavior and steps down. Guess Inc. cofounder and chairman Paul Marciano takes a leave amid allegations of sexual harassment. Thomas Schumacher, the leader of Disney’s theatrical division, whose production of “Frozen” opens on Broadway today is accused of lewd behavior. The board of Wynn Resorts announces that former CEO Steve Wynn is not eligible for a reported severance package of $330 million. And a lawsuit against the Weinstein Co. prompts the board to fire the COO and complicates a potential sale of the company that had promised to remake the board as a woman-only entity. These cases and the many others that have arisen in recent months have cost corporate America money, share price, employees, and reputations, and are leading boards to take very seriously their responsibility to prevent misconduct and ensure a safe workplace. Commenters suggest that while more diverse boards are one step in the right direction, seating women and people of color on boards, alone, cannot combat entrenched cultural issues. Instead, experts suggest a 5-step approach boards should take to ensure appropriate disincentives for bad behavior are in place. In other news, the CEO of Gap Inc is out after failing to boost profits. Slack builds its board, driving speculation it is preparing for an IPO. And activist investor Nelson Peltz takes his seat on the Proctor & Gamble board. Read more.

DIRECTOR'S DOMAIN: Will boards of directors save the world? If you think that question sounds far-fetched, the latest news out of the nation’s business schools might make you think again. A professor at Harvard Business School suggests that companies are adopting corporate social responsibility (CSR) policies more readily than ever before, in part because customers, shareholders, and employees recognize the need to address major issues like wealth inequality and climate change and are losing confidence that government will do so. Researchers at Northwestern's Kellogg School of Management studying companies whose executive comp plans include specific CSR benchmarks found that setting such targets led to significant progress on social and environmental goals and gains in long-term value. ISS, meanwhile, notes that shareholders are pressing more companies to disclose business risks related to climate change. In other news, Chipotle gets a new CEO; Xerox shareholders balk at Fuji deal; the board of the U.S. Hispanic Chamber of Commerce parts with its CEO amid allegations of improprieties; and a new report shows that women have made real gains in those C-suite roles that don't typically lead to the CEO job. Read on.

DIRECTOR'S DOMAIN: Let this sink in: “We simply expect much more of boards of directors than ever before.” So said incoming Federal Reserve Chairman Jerome Powell in August. This week, Powell and outgoing Fed Chair Janet Yellen underscored that message as the Fed announced it is restricting Wells Fargo from growing its business until it addresses its governance shortcomings. The regulators also unofficially but unambiguously forced out four directors who had been on the bank’s board as its multiple scandals unfolded. Former Treasury Secretary Lawrence Summers jumped right in to ask why the Fed didn’t name names—and made a case for the public shaming of board members who fail in their duty as watchdogs. Others echoed the sentiment, and commentators suggested the action against Wells Fargo’s board should be seen as a warning shot over the bow of all corporate boardrooms, especially banks. Critics took aim, too, at the Wynn Resorts board which some suggest was filled with cronies of CEO Steve Wynn and failed to provide adequate oversight; Wynn stepped down this week amid allegations of sexual harassment. Canadian active wear company Lululemon also lost its CEO to unnamed behavioral issues presumed to concern employee relations. And Sheryl Sandberg’s LeanIn.org finds that the spate of CEO dismissals in the #MeToo era is scaring some men from mentoring women colleagues, even as women contend with a narrower path than men to the C-suite and, as yet another study points out, the boardroom. Read on.

DIRECTOR'S DOMAIN: From hush money to zero tolerance... When it comes to boards addressing sexual harassment, time is moving at light speed. Less than four months since the Harvey Weinstein scandal broke and the #MeToo movement launched, the perceived responsibility of the board has been radically altered according to a Hastings Law professor and a Rutgers University historian. Quiet settlements to resolve accusations of sexual misconduct are now likely to be seen as a breach of board duty, they say, while firing without severance (after careful investigation) is becoming the new normal. So, where does that leave the Wynn Resorts board, accused of approving payments to settle sexual misconduct claims, overpaying the CEO, and other acts of poor governance? Now, facing investigations and potential lawsuits for alleged breach of fiduciary responsibility and failure to fulfill its duty of CEO oversight. Meanwhile, new studies show that women-led startups land only 2% of venture funding, and that women still lag men in startup hires. A more promising report shows that the most diverse companies are the most innovative—with diversity measured in terms of gender, race, age, and more. And that makes a nice segue for this news: Airbnb, like Facebook last week, is also welcoming former American Express CEO Kenneth Chenault to its board. With the addition of their first black director, the vacation rental company pledges that, next, it will add its first woman director. Read on.

DIRECTOR's DOMAIN: Pay for performance. The concept was stretched mightily this week by Tesla, which announced that CEO Elon Musk will either hit a series of wildly ambitious targets and be paid so handsomely some say he will become the richest man in the world, or he will not earn a dime for his efforts at the electric car maker. Pundits immediately labeled it a publicity stunt, analytical minds began parsing just what it would take to hit the end goal of $650 billion, and at least one commentator argues that the precise targets could persuade Musk to obsess over short-term results at certain junctures. Meanwhile, women CEOs are more likely to experience a different kind of targeting—finding themselves in the crosshairs of activist investors; a new study shows women CEOs are more likely to be on the receiving end of activist incursions than their male counterparts. In a different study, McKinsey updates its oft-quoted 2015 report and reaffirms that (racially and gender) diverse executive teams correlate with better financial results. And notably, Facebook adds its first non-white board member. Read on.

DIRECTOR'S DOMAIN: Note to Boards: Shareholders are looking for companies to make real strides on social and environmental issues. The CEO of investment management firm BlackRock wrote a letter to companies that his firm invests in, saying BlackRock expects them to show how they are contributing to society. Wells Fargo has set up a new advisory council, headed by its board chair, to hear from stakeholders about their environmental and social concerns. The Harvard Business Review suggests “the worlds of activism and impact investing are converging much more swiftly than most people realize — and this union holds enormous promise for those who wish to see the creation of capital markets that support sustainable economic development.” Meanwhile, another convergence—that of media and technology—is pushing Facebook COO Sheryl Sandberg and Twitter CEO Jack Dorsey off the Disney board. In recognizing the conflicts with Disney's evolving business that these directors increasingly face, neither will stand for reelection in early March. Critics are calling on Disney to take the opportunity to diversify its predominantly white board. Separately, Britain’s requirement that companies report the gender pay gap has resulted in some disappointing statistics: Men out-earn women in all fields. Shareholders will raise their voices about that, no doubt. Read on.

DIRECTOR'S DOMAIN: No doubt about it, more is being asked of boards. Shareholders are pressing the Facebook board to initiate a risk committee to address concerns about “fake news” and social media addiction. Investors are demanding that the Apple board address issues surrounding alleged physical and mental harm the company’s products may do to children. Employees are winning more expensive class action suits against companies that don’t treat them fairly, which in turn will put more pressure on boards to oversee HR policies and workplace compliance issues. Plus, rapid changes in technology are requiring some board members to go all-out to stay on top of the latest innovations—in some cases traveling as far as China on board “field trips” designed to expand their tech knowledge. It’s a lot to manage, and yet these many make-or-break issues cannot squeeze strategy out of the board conversation. In fact, Harvard Business Review suggests a new era of breathtaking innovation will demand that corporations commit to bigger picture thinking and greater, long-term risk taking. We think the best way to handle the increased pressure is by devoting a little more time to preparing, so you can spend less time to reacting. To get started, see Boardspan's special report: “The 2018 Boardroom: 7 Issues That Shouldn’t Take You By Surprise.” Or Read on.

DIRECTOR'S DOMAIN: It may be a new year, but sweeping changes set in motion in 2017 will continue to shape boardroom dynamics. Among the trend stories worth noting: More corporate directors are being held personally responsible for their companies’ misdeeds. More CEOs are being fired, or not hired, by boards unwilling to overlook allegations of inappropriate behavior. More CEOs are concerned that cyberattacks and disruptive technologies pose real threats to their success. And more mergers than at any point in history means the playing field for all businesses are being redefined. Meanwhile, Netflix and Goldman Sachs were among the first to respond to the new tax code by making changes to executive compensation. Uber is adding six new board members. Erich Schmidt is stepping down as Alphabet’s executive chairman, while Tim Cook is stepping up as the first CEO (that we know of) whose board will not permit its CEO to fly commercial. And in the latest sexual harassment scandal, executives and board members of the Miss America Organization resigned after allegedly exchanging disparaging emails about contestants; several former Miss America winners will now join the board, including Gretchen Carlson, who received a $20 million settlement after accusing then-CEO of Fox News Roger Ailes of sexual harassment. Whew. Welcome to the new year! Read on.

DIRECTOR'S DOMAIN: As 2017 comes to a close, we look back at the prominent boardroom trends of the year to see where we’ve been and prepare for where we might be heading. It’s been a rollicking year for boards, with pressure building on all sides from activist investors, the media, institutional shareholders, and all who are concerned about sexual harassment in the workplace. We culled six prevailing topics from the year’s board news—all of which may be harbingers of the challenges we expect boards to see in 2018.

DIRECTOR'S DOMAIN: Amid frequent hacks, leaks, and other costly security breaches, boards are seen as increasingly responsible for ensuring companies are doing everything they can to address cybersecurity issues. They are also being asked to justify excessive executive pay packages. New reports show that the gender pay gap is widest at the top. The Exxon Mobil board is bowing to investor pressure and agreeing to publish data showing business risks associated with climate change. The Xerox board has come under attack by activist investor Carl Icahn, who suggests the company is headed for disaster and needs a quick turnabout. And new statistics show that the handful of large companies with women-majority boards tend to outperform their peers. Meanwhile, a thoughtful piece in the New York Times examines the Etsy board’s decision to oust its CEO earlier this year and asks whether the social idealism that was intrinsic to that company’s culture could ever be compatible with the mandates of public markets. Read on.

DIRECTOR'S DOMAIN: Harassment remains a bold news item for boards. Members of the Weinstein Co. board are named in a class action suit alleging that they covered up a pattern of sexual abuse by Harvey Weinstein. Venture capitalist Shervin Pishevar, cofounder of Sherpa Capital and also of Virgin Hyperloop One, steps down from various board and company roles amid allegations of harassment. An investment group urges the Amazon board to improve gender diversity among its senior management and to explain why former executive Roy Price was not fired for two years after sexual harassment reports were filed. And investment group Pax World Management suggests that when boards focus on gender diversity, equal pay, and fostering a culture that doesn’t tolerate harassment, their companies outperform those who don’t. Meanwhile, fat-cat boards beware: In the new year, shareholder services firm ISS says it will begin calling out board members who approve director pay packages that are out of step with rivals. Read on.

DIRECTOR'S DOMAIN: When sexual harassment scandals rocked private unicorn companies Uber and SoFi, sending their CEOs to the sidelines, people asked, “Where was the board?” A report from news site The Information tries to answer that question and suggests that the boards of some of the nation’s largest private companies have focused more on preserving insiders' power than on establishing governance standards. When fake-accounts and improper-sales scandals rocked Wells Fargo, sending its CEO into retirement, people also asked, “Where was the board?” The bank responded by refreshing much of the board, announcing this week that three more new directors will join in the new year. Meanwhile, a review of director pay shows a number of board members now earn more than a half million dollars annually for their service. And an article in Harvard Business Review suggests that many companies are not doing what they could to ensure a strong pipeline for the C-suite, which is having the dual effect of slowing the careers of top talent while forcing many to look outside the company for chief executives. Surely that’s a situation worth addressing. Read on.

DIRECTOR'S DOMAIN: Diversity is a hot topic this week: Money manager State Street reinforced its call for gender diversity in the boardroom, putting Canadian and Japanese companies on notice that it will vote against nominating committee chairs of any boards that do not have women directors. Apple, whose board has resisted pleas to create a diversity policy for hiring, released its diversity statistics, showing that its worldwide management team is 71 percent male. Meanwhile, studies show that hiring and promoting more women will reduce sexual harassment in the workplace more effectively than training programs and reporting systems designed to solve the problem. In other news: Uber’s board sets aside its differences to do a deal, estimated to be worth $10 billion, with Softbank. General Electric cuts six of its 18 board seats. Nelson Peltz may still get a seat on the Proctor & Gamble board. Venture capitalist Steve Jurvetson resigns from his firm and takes a leave of absence from the boards of Tesla and SpaceX as he faces allegations of sexual harassment. And Gretchen Morgenstern of the New York Times suggests that a judge’s decision to let a suit against Wells Fargo go forward is a not-so-subtle message to directors to take their responsibilities seriously, since being one of many bad decision makers is not a ticket to immunity. We will not publish Director's Domain next week. We hope you enjoy the Thanksgiving holiday. Read on.

DIRECTOR'S DOMAIN: Cultural upheaval. Every day new revelations arise concerning sexual misconduct, gender discrimination, lack of minority representation—and more often than not, boards find themselves at the center of the storm. NPR (National Public Radio) and Israeli media company Keshet have both been roiled by sexual harassment allegations. Palo Alto Networks’s reluctance to release diversity stats has prompted investigative journalists to dig in. Uber is being sued for alleged systemic bias against women in performance evaluations. Cultural expectations for organizations are shifting rapidly—and savvy boards are at the forefront. While directors can not guarantee that an executive (or employee) won’t make bad decisions, the tone they set—which questions they ask, which incentives they approve, which ideals they promote—definitely influences behavior. We encourage you to read and share the recommendations offered by Boardspan’s own board: “Harassment Not Tolerated: 6 Questions Every Board Should Ask.” Also, don't miss the Harvard Business Review piece on how to build a pipeline for more women CEOs. In the spirit of boards continuing to hone their skills, ADP wins the battle to keep activists off its board, with an important lesson—learn what directors can do to minimize distracting, expensive proxy battles. Read more.

DIRECTOR'S DOMAIN: Senators investigating Russian interference in the U.S. elections grilled the general counsels of Facebook, Google, and Twitter this week, while criticizing the companies for not sending their chief executives to discuss actions that may have had a sizable impact on voting in the last presidential election. Facebook CEO Mark Zuckerberg was instead paying a visit to China's Presdient Xi Jinping, along with Apple CEO Tim Cook and Blackstone Group CEO Stephen Schwarzman. Meanwhile Uber's former CEO Travis Kalanick presses for the continued control of several board seats--a point of friction that could jeopardize an investment of as much as $10 billion in the company. Samsung bolsters its highly profitable business with a new leadership structure. Also, this week brought a couple of great reads on leadership: The New York Times reports on the common qualities of CEOs and the Harvard Business Review reveals how to develop "a strategic executive voice." Enjoy! Read on.

DIRECTOR'S DOMAIN: Board news continues to be dominated by sexual harassment, with The Weinstein Company board facing a lawsuit for its alleged knowledge of and failure to stop Harvey Weinstein’s “repeated acts of sexual misconduct.” Noted venture capitalist Steve Jurvetson, who sits on the boards of Tesla and SpaceX among others, has also been accused of sexual harassment and is under investigation by his firm. Discouragingly, a recent survey reveals that few boards ever discuss the topic of sexual harassment nor feel that it is an issue they need to address. A report in Harvard Business Review suggests that few women are promoted into the C-suite (and therefore onto boards) not because they act differently than men or have fewer interactions with decision makers, as is often suggested, but simply because of gender bias. Meanwhile, one commentator suggests that though boards currently act as if business strategy is removed from issues like immigration, climate change, or how women are treated in the workplace—boards are increasingly feeling the pressure to address social concerns. For those who prefer to be proactive rather than reactive, we recommend having boardroom conversations that ensure you are doing what you can to protect everyone at your organization from sexual harassment and its consequences. Read on and see "In Case You Missed It" for specific ideas.

DIRECTOR'S DOMAIN: With the Weinstein Co. and 21st Century Fox boards facing scrutiny this week for allegations that their top executives routinely engaged in sexual harassment and abuse, it’s a good time to ask: What can the board do to detect and prevent workplace harassment? We have answers, thanks to a special post by the members of Boardspan’s own board of directors. (See below.) Meanwhile, Facebook promises it will soon add a person of color to its all-white board. A new report by PwC identifies six trends in the boardroom including an ongoing split in perceptions about diversity, with women directors more convinced than men of its value; the report also reveals that boards show less concern about climate change than do investors. Director pay is up 20 percent in the past five years. Read on, too, for stories about the State of California demanding more change on Wells Fargo’s board, and about the managing director of an investment fund being forced to step off several boards after espousing racist views in his newsletter.

DIRECTOR'S DOMAIN: With every corporate crisis comes the question: “Where was the board?” The words seemed to form on observers’ lips even as allegations of sexual harassment stretching back decades were made against Weinstein Company co-founder Harvey Weinstein. The film production company’s board members, all of whom are male and half of whom resigned following the reports, pleaded ignorance. At least one columnist is suggesting that boards—notably those of the Weinstein Company, Fox News, and Uber, all of which have suffered major damage as a result of alleged sexual harassment—have a responsibility to address sexual harassment as a governance issue. In other news, a judge ruled that directors at Wells Fargo can be held personally liable for the company's egregious sales abuses. Activist investor Nelson Peltz is challenging the results of a shareholder vote which Procter & Gamble says did not win him a board seat. But his firm, Trian, did land a seat at GE, where the CFO and two vice chairs announced their departures a week after former CEO Jeff Immelt vacated the chair's seat three months earlier than expected. And, as Harvard Business Review this week takes a look at how some CEOs are promoting more boardroom diversity, McKinsey & Company’s 2017 Women in the Workforce report shows women are not making strong gains anywhere in the corporate world and especially not in the C-suite, which is a frequent precursor to the boardroom. Read on.

DIRECTOR'S DOMAIN: Values are only valuable to the degree they are embraced. So, at a time when too many corporations are accused of failing to safeguard the best interests of their customers, employees, and shareholders, boards are increasingly looked upon to monitor a company’s commitment to their values. In the same week that the former CEO of Equifax and current CEO of Wells Fargo appeared before Congress following failures at each company to protect their customers, a blue-ribbon commission suggests that boards should formalize their role as monitors of company culture. This attention to values is perhaps all the more important in an era in which CEOs are speaking out more readily on political issues, and shareholders are increasingly holding companies accountable for enacting responsible social policies. Meanwhile, Uber, whose founding CEO was ousted over issues of company culture, saw its board grow by two last week, after former CEO Travis Kalanick filled two seats unbeknownst to other board members; this week, the board met and put new structures in place to limit his power, while agreeing to take on billions more in investment. Of note, GE’s Jeff Immelt has retired his chair seat earlier than expected and is free to pursue new opportunities. Read more.

DIRECTOR'S DOMAIN: Clearly, boards today face bigger challenges and more public attention than ever before. Just consider a few items from this week's news: At Equifax, the board not only said goodbye to its chairman and CEO Richard Smith and began a search for his replacement, but it is diving into an investigation of the data breach that exposed the personal information of 140 million or more people, as Congress conducts its own investigations. At Facebook, CEO Mark Zuckerberg and his board withdrew a class reclassification proposal in the face of a shareholder lawsuit and a Congressional inquiry into the company’s dissemination of “fake news;” the new classes of stock would have enabled Zuckerberg to maintain control of the social media behemoth while selling his shares. At Procter & Gamble - one of the many companies dealing with activist incursions - the fight to keep Nelson Peltz off the board has led the activist investor to launch a full-on persuasion campaign, with the former CEO and directors of Heinz, as well as shareholder advisory firm Glass Lewis, now pleading Peltz’s case in the media. On a positive note, Salesforce CEO Marc Benioff was recognized for his role in closing the gender pay gap at the company, at a cost of $6 million (and an undoubtedly huge savings in potential lawsuits and PR headaches had he not chosen to do so). In other news, a new report suggests that when sitting CEOs take on outside board appointments, they tend to be handsomely compensated and their own companies tend to perform well—but the companies on whose boards they sit do not always enjoy similar success. All of which would suggest that it's a good time for boards to apply some basic risk management principles to the board itself: Step back and consider whether you have the right people, processes, and priorities in place today to deal with whatever comes your way tomorrow. Get all the details.

DIRECTOR'S DOMAIN: The Equifax breach, which exposed millions of people’s personal data, has not only prompted federal investigations, but also soul-searching about what other companies should do to prevent similar disasters. Board and information security experts alike say its time to take a fresh look at the board’s role in monitoring cyber risks and to establish best practices for comprehensive security oversight. If you read the business ethics article from Harvard Business Review below, you will likely conclude that, regardless of how much formal responsibility directors have for cyber oversight, the health of every organization requires them to take it seriously and Do The Right Thing. In other news, it’s been a big week for board appointments, with new directors welcomed at Intel, Microsoft, eBay, Twitter, and Hampton Creek, among many others. What a good moment to read up on the new trend in mentoring: assigning novice directors a more experienced Board Buddy to guide them. Also, Procter & Gamble analyzes the long-term impact of Nelson Peltz’s tenure on corporate boards. The results are eye-opening. Read on.

DIRECTOR'S DOMAIN: Another week, another board facing the fall-out of a tech company’s alleged culture of sexual harassment. Times two. Media reports suggest that board members at Social Finance, a fintech startup valued at $4 billion, had been informed about accusations of sexual harassment and also of financial misrepresentations to investors long before CEO Mike Cagney offered to resign on Sunday. The New York Times presented a blunt assessment: “Companies like SoFi show how boards are incentivized to prioritize cash flow and growth over governance, said David F. Larcker, a professor at Stanford University’s Graduate School of Business who specializes in corporate governance.” Apparently a culture of sexism and workplace hostilities led the board to fire LiveOps CEO Keith Leimbach this week, as well. Both cases, which have a striking similarity to the summer's events at Uber, underscore the real costs to a company, its employees, and its investors when a company's culture takes a backseat to its growth. Melinda Gates offered up her opinion on sexism in tech this week, which we might summarize as: It’s good we’re finally talking about it, since that is the first step to changing it—and the place to start that change is with venture capital. Kudos to Gates for not just naming the problem, but working toward a solution! And, now might be a good time to have a look at the latest from the Boardspan Library: “Six Ways to Promote a Healthy Company Culture," which provides a roadmap for boards that want to assess company culture. If it wasn't obvious before, it's certainly crystal clear today that culture is an indicator of value and the board owes it to all constituents to make oversight of the company culture a priority. Read more.

DIRECTOR'S DOMAIN: Taking the long view: Investment firm Vanguard, with more than $4.4 trillion in assets under management, issued a letter to directors of public companies this week, pressing them to address governance issues like board diversity and the risks of climate change. The Vanguard letter underscores the firm’s belief that a company’s approach to board composition and climate risks both have an outsized impact on long-term value. Meanwhile, the Wells Fargo board comes under more pressure with the California Treasurer calling for the removal of one director and a banking industry group joining Senator Elizabeth Warren’s call for the whole board to be dissolved and reconstituted. Criticism rained down on the Uber board for leaking so many of its closed-door conversations to the media, while the Expedia board was lauded for its succession planning, after promoting an insider into the CEO role just days after its previous chief jumped to Uber. And a new KPMG report shows how boards are attempting to keep their companies one step ahead of policy changes, amid continued uncertainty about which policies the Trump administration will promote. Read on.

DIRECTOR'S DOMAIN: Uber continues to dominate the news: It names an unexpected candidate for CEO, signals it’s ready to talk about an IPO, and learns that it is under investigation by the Justice Department. The fight over board seats between two of its biggest shareholders is moved from court to arbitration. Plus, high-level scuttlebutt suggests that after Jeff Immelt withdrew his candidacy, the board was unwilling to meet Meg Whitman’s conditions for leading the company, and had but one choice left: incoming CEO Dara Khosrowshahi. At least one shareholder thinks the board itself could use a new leader and is advocating for an independent chair. Now that’s an idea! This might also be a good time to read the 14 Rules for Managing Your Board, (below). Meanwhile, Disney adds GM chief Mary Barra to its high-powered board. New studies show the impact of activist investors on board composition—Hint: Diversity is not top of their mind. And one commentator suggests that venture capitalists may sit on too many boards to provide the oversight and strategic thinking that could propel those companies to greater success. Interesting times!

DIRECTOR'S DOMAIN: Boardroom battles. They’re never good news and this week they continue to roil both ride-hailng company Uber and Indian IT firm Infosys, taking a toll on the market value of both companies. At Uber, the board’s composition and loyalties are being tested by lawsuits and unwelcome surprises, even as the company continues its search for a new CEO. Earlier in the week, the rumor mill had pegged GE chairman Jeff Immelt for the chief role at Uber, but by Wednesday the Wall Street Journal was reporting that Hewlett Packward Enterprise CEO Meg Whitman is back in the board's sights and that a decision is expected in the next two weeks. At Infosys, the board and founders have been locked in a months-long power struggle that prompted the CEO to resign last week, while shaving some $4.5 billion off the company’s value. Meanwhile, the boards of Chevron, Johnson Controls, and GoDaddy are preparing for CEO transitions, and paycheck processing firm ADP rebuffs activist investor Bill Ackman in his bid to reshape the board. Now seems an apt time to read "Conflicts In the Boardroom" (see below) and perhaps take to heart its advice to train board members in dealing with emotions and personalities, as well as governance and regulatory issues. Read more.

DIRECTOR'S DOMAIN: Politics landed in corporate boardrooms this week, with a thud. On Monday, Merck CEO Kenneth Frazier, after talks with board members, resigned from one of President Trump’s business advisory groups to “take a stand against intolerance and extremism.” The CEOs of Intel and Under Armour soon announced their resignations from the president's council on manufacturing, too, after the president blamed “many sides” for the white supremacist violence in Charlottesville, Virginia. A comment posted Tuesday night on a New York Times article about the resignations caught our eye: “I'd imagine there are plenty of emergency board meetings going on right now with the actors deciding what to do.” It does seem “Ed from Silicon Valley" was on to something: By midday Wednesday, several more CEOs had publicly departed the presidential council, as civil rights activists pressured others. Then the members of Trump’s Strategic and Policy Forum—a separate group of high-profile executives headed by Blackstone Group CEO Steven Schwarzman—disbanded rather than find its members pressured to decide, individually, whether to stand by the president. As commentators remark, the political tensions in the country mark a new challenge for corporate leadership…. Meanwhile, Uber's directors appears to be locked in a battle for control of the company, and are firing off lawsuits, accusatory letters, and, allegedly, attempts to oust fellow directors. Wells Fargo announced that three of its longest tenured directors, including its chairman, will step down—and Betsy Duke will become the first woman board chair of a major bank. Plus, a new study of CEO pay suggests that smart bets on technological innovation tend to pay off handsomely for executives. Read on.

DIRECTOR'S DOMAIN: Company culture. It’s a hot topic, as executives and pundits of all stripes weigh in on Google’s decision to fire an employee for posting a memo that questioned women’s inherent ability to be engineers. It’s also at the root of recent crises at Uber, whose CEO was fired after the company was accused of fostering chronic sexual harassment and discrimination, and at Wells Fargo, where experts say that a spate of scandals can no longer be written off as rogue behavior by one department or a few managers. When cultures cause crises, they become a problem for the board to address—and critics like to ask “Where was the board?” So, today we ask a more helpful question: "What can a director do to ensure a healthy culture is being nurtured?" Below are some answers, and here are a few hints: If you aren’t already, start evaluating the organization’s culture, character and values just as you would the financials. And get the right internal controls in place, including risk management and corporate governance, as well as executive compensation plans that favor good behavior. Then, you can carry on with the week’s news about activist investors, why directors leave boards, and how leaders can train themselves to be more agile thinkers. Read all about it.

DIRECTOR'S DOMAIN: There is one place that no board wants to find itself: At the center of the story. Nevertheless, a week after rumors flew fast and furious about the various CEO candidates approached by the Uber board (to replace a leadership mired in accusations of sexual harassment and discrimination), the board itself landed in the spotlight. Various reports suggest that infighting and power struggles have upended the recruiting process and, perhaps, knocked out of the running the women being considered. As if on cue, its competitor Lyft announced a powerful addition to its board -- former Obama administration senior advisor Valerie Jarrett joins as the company's first independent director.... Big news for champions of women in leadership: A new study shows that, yes, women-run companies (where women are either CEO or board chair) do indeed outperform the market. And in somewhat less encouraging news, results from a large survey suggest that many directors find their boards are not performing as well as they could, and face special difficulty in these areas: Trust, Regard for Other Directors, and Communication. To remedy the issue, experts suggest director assessments to pinpoint issues, followed by board education to address them. We concur! Click here for more of the latest board news.

DIRECTOR'S DOMAIN: Vote loudly and carry a big stick? That could be an adage of institutional investors lately, as more shareholders engage in board-level activism. State Street reported this week that it is making good on its promise to pressure boards to diversify—voting against the reelection of 400 boards that have no women directors. Massachusetts's $66 billion state pension fund voted against 69 percent of director elections this year, taking a stand against boards that don’t include women and people of color. And the International Brotherhood of Teamsters, which has been a longtime shareholder of drug distributor McKesson, was successful in rallying shareholders to vote against an executive pay plan, as a protest against the company’s alleged involvement in the opioid crisis. Perhaps not surprisingly, critics are calling for an end to voting rights for index funds and other so-called passive investors. Meanwhile, Hewlett Packard Enterprise CEO Meg Whitman steps off the HP board while rumors also circle that she’s under consideration for the role of chief executive at Uber. Google CEO Sundar Pichai steps onto the Alphabet board. And the Chicago Tribune has dug deep to help us understand the case of the mysteriously missing Hampton Creek board. All in all, a fascinating week for board watchers.

DIRECTOR'S DOMAIN: Board diversity stats remain dismal. Women hold less than 20% of board seats in the Fortune 1000. Nearly half the companies that went public last year did not have a single woman director. And, as reported last week, men are more likely than women to get a seat without prior board experience…. But the good news is that change is on the horizon! Powerful investment managers like BlackRock are using their clout to champion the idea that diverse boards make better business decisions—and using their votes to challenge boards that fail to diversify. And companies that know these benefits are starting to lead by example. Next-generation real estate brokerage Redfin, asserting that early-stage board composition can have an outsize influence on company culture, has rallied an influential group--including four venture firms and Boardspan to commit to greater diversity in early-stage startup boards. We are excited to be part of this movement to strengthen boards. Read below for the details of the #DiverseFromTheStart campaign and for this week's other board news: activist investor Nelson Peltz's friendly outreach to Proctor & Gamble, Tesla's new board members, Hampton Creek's vanishing directors, the new breed of "digital directors" and more.

DIRECTOR'S DOMAIN: Coming off a midweek holiday, board news is a bit thin this go-round with people away on vacation (or focused on politics).Yet, there are still dramas like the courtroom accusation that Martin Shkreli, when he was CEO of drug maker Retrophin, refused to obey his board’s directions and lied to its chairman. There is speculation about the Uber board’s search for a new CEO. And there are vocal shareholders questioning executive pay packages at Burberry. Nonetheless, this general lull in the action could be a boon to directors who take this time to dig into difficult issues, such as how to tackle risk oversight in light of increasingly prevalent cyberattacks. We feature two important stories on that theme this week: One suggests no business is immune from damage by hackers and that companies need to reconsider not just security but response to attacks. Another proposes that the entire Internet could be shutdown at some point and companies with a strong digital presence should plan now for such a possibility. Not exactly beach reading, but … taking cyber risk seriously could be just the thing to keep you relaxed all year round. Read all about it.

DIRECTOR'S DOMAIN: Do the right thing. That is the message institutional shareholders increasingly are sending to boards by voting against directors who are slow to embrace governance reforms like board diversity or corporate social responsibility. Not surprisingly, some of those “right things” are translating into positive company results: A new study shows that greater board independence, separation of CEO and Chair roles, and other governance shifts have an impact on the bottom line. Meanwhile, the insistence of activist investors to achieve better results faster is prompting boards to remove CEOs from large, established companies at a rapid clip. With these added pressures on boards, cybersecurity oversight seems to have taken a backseat in the boardroom—but at an average cost of $4 million per breach, can a board afford not to take it seriously? Do the right thing, indeed! Read all the week's news.

DIRECTOR'S DOMAIN: Another week, another firestorm thanks to a spectacular lack of decent behavior. Silicon Valley venture firm Binary Capital has been asked to exit the boards of several startups after six women came forward to accuse partner Justin Caldbeck (lead investor in GrubHub and TaskRabbit) of making inappropriate sexual advances. Knowing that a female CEO had him removed from her board years ago for unacceptable behavior makes the situation even more troubling. Meanwhile, Uber watchers accuse its board of looking the other way while the company’s leadership engaged in unethical and illegal behaviors: commentators say the board forced out CEO Travis Kalanick not because they cared about the company’s many alleged improprieties but because they worried about their investment value. And the allegations against Uber piled on with court documents claiming the board knew that the company was receiving stolen technology, and other sources reporting that Kalanick’s parting shot was to force Benchmark’s Bill Gurley off the board. Whew, that’s a lot of boardroom drama! To add insult to injury, another disappointing study was just released showing that men still have an easier time than women getting their first board seat. Now might be the time to take a deep breath and focus on how core values in the boardroom affect a company’s profitability, (see our featured article from the Boardspan Library). Executives and board members alike need to recognize that values will always have an impact. Act with integrity – or count on disaster. Read more.

DIRECTOR'S DOMAIN: Summer and the livin’ is BUSY. Especially for the Uber board, which had already begun a much-talked-about search for a COO and a CFO, and now, following a shareholder revolt that ousted founder Travis Kalanick, is looking for a CEO as well. Sounds daunting. Plus the Uber board must now onboard two new directors, (Wan Ling Martello’s appointment was announced last week and David Trujillo's seat at that table was revealed this week), while considering shareholder demands to add additional independent directors. Meanwhile, the latest research shows that “fewer than 30% of organizations are able to find the right C-suite leaders” and Harvard Business Review suggests that often the trouble stems from a bad cultural fit. That news only underscores the complexity facing Uber’s board, which must pull together an all-new executive team that can not only deliver on the promise of a high-valuation company, but simultaneously lead a cultural turnaround. In other news… the Fortune 500 has seen its percentage of women directors dip to 28 percent, the first downturn in nearly a decade. What to think? Well, there's probably never been a better time to read Redfin's article in the Boardspan Library: How to Triple the Number of Women Appointed to Boards in Three Years! (Linked below.) Click to read.

DIRECTOR'S DOMAIN: Leadership issues dominate the boardroom this week. First up, Uber: A seven-hour Sunday board meeting to discuss the results of former U.S. Attorney General Eric Holder’s investigation into the company’s culture and policies precipitated a leave of absence for the CEO, the exit of another senior executive, and the appointment of a second woman director. Then, at an Uber employee meeting where the news was announced on Tuesday, board member David Bonderman made an inappropriate comment about women in the boardroom that led to his resignation later in the day. Given that Holder’s recommendations include changes to the board and management structures, we expect more news from Uber in the weeks to come… Next came a handful of big CEO exits, with Marissa Mayer saying her goodbyes at Yahoo as the acquisition by Verizon was completed, Jeffrey Immelt announcing his retirement from GE sooner than many had expected, and Sheri McCoy reportedly leaving Avon amid pressure from an activist… It is a great time to give some thought to leadership—what it means, how to do it well, and whether the very nature of it is changing along with our changing world. See the Strategy+Business article below to consider a new view on the type of leadership most likely to make a difference today. Read on.

DIRECTOR'S DOMAIN: We hope you enjoyed the past couple of weeks of specialized content… and now back to our regularly scheduled program of scintillating board news: Shareholders are commanding a good deal of attention both in victories, such as requiring Exxon to report on the impact that climate change has on its business, and in failings, such as being unsuccessful in getting GM to move to two classes of stock or getting the Tesla board to accept annual elections. We note a trend of evolving investor interests, and our lead story highlights activist investors shifting focus beyond the board and straight to the C-suite. In addition, a Bloomberg columnist’s piece addresses hedge fund managers and other activist investors who claim to have the answers: How right are they? Thus, you may want to pay attention to our featured Boardspan Library story on how to ensure confidence in a CEO. And speaking of being active, both tennis champ Serena Williams and swimmer Michael Phelps picked up technology company board seats this week. Read on.

DIRECTOR'S DOMAIN: (SPECIAL EDITION) If you read last week’s Director’s Domain, you might have noticed a brief break in our regular programming…just to be provocative. As you think about the three essential responsibilities for boards – Strategy, Performance and Governance – you may be wondering how you put them in play in your boardroom. Our best advice sits in the Boardspan Library. We curate board-specific content from thought leaders such as Deloitte, KPMG, Strategy&, McKinsey, BCG, Harvard, Stanford, MIT, and scores of others. They’re yours for the taking. Sign up now for a free Boardspan account and you will not only have access to a wealth of relevant information, you can save articles to your own personal library and share them with colleagues. Here’s a head start with some of our favorite articles. Click to see more.

DIRECTOR'S DOMAIN: (SPECIAL EDITION) Today’s boards operate amid the pressures of ever-increasing business complexity, technological disruptions, fluid regulatory environments, shareholder activism, cybersecurity threats, and more. Through these choppy seas, a board is charged with keeping the ship pointed toward success in both the short and long term, while scouting risks and opportunities, steering the organization to respond appropriately. It’s a lot to navigate, and yet—that’s the job, mates! How, then, does one do it well? Not surprisingly, success in the boardroom begins with alignment around clarity of purpose. For a board to thrive, its members need to understand their mission and know exactly what is (and is not) in the board’s mandate. The three essential activities of all boards are Strategy, Performance, and Governance. While every productive board will, of course, interpret and enact these activities as they see fit, it helps to have a common understanding of the tasks themselves. Learn more...

DIRECTOR'S DOMAIN: Not if—but when… Cyber attacks, like last week’s global ransomware episode, are becoming common enough that no company can guarantee immunity. Increasingly, boards are held accountable and must ensure that policies and practices are in place to prevent egregious hacks. One CTO and Board Advisor makes the case for boards to not only educate themselves about “security hygiene” and cyber disaster planning, but also discuss with management the risks inherent in decisions like managing costs by deferring software upgrades. On a different matter of deferring decisions, with every year that passes, Disney CEO Robert Iger gets closer to retirement and the board seems to get farther from a succession plan. Also intriguing, major shareholders of Occidental Petroleum won a vote—against the board’s recommendation—to require the oil company to report on the business impacts of climate change. And more CEOs are being ousted for unethical behavior—why? This and more in today's newsletter.

DIRECTOR'S DOMAIN: What makes a board successful? Differing opinions on that topic are roiling boardrooms this week, as shareholders signal their displeasure with the board composition at many companies. Repercussions include mounting pressure to unseat the chairman of Canadian plane- and train-maker Bombardier and to reshape the board at shopping-mall operator Taubman Centers. The mere threat of shareholder activism prodded Whole Foods to announce it will replace half of its board this year, while Pandora announces a voluntarily board restructuring as it prepares itself for sale. Two Wells Fargo directors, who scored razor thin margins of support in last month’s re-election vote, also plan to step down, though only as a result of the bank’s age limits for board members. In the context of so much change, the question ‘What makes a board successful?’ deserves serious contemplation. You may want to look at the qualifications currently in vogue among large-company boards (see the Harvard Law School study immediately below) and consider the suggestions put forth by McKinsey in “Making Boards Work”, the culminating article in this week's newsletter.

DIRECTOR'S DOMAIN: Ousted. It seems to be the word of the week as the CEOs of Etsy, Molina Healthcare, and money manager AllianceBernstein were all asked by their boards to step down. In all three cases, falling revenues precipitated the ousters and at Etsy the board appears to have been responding to pressure by activist investors. The president of the conservative think tank Heritage Foundation, former senator Jim DeMint, was also giving his walking papers, along with some blame for shifting the foundation’s focus from the formulation of intellectual and academic political arguments to political activism. For boards and executives who don’t want to find themselves at such odds, there’s no time like the present to revisit an organization’s strategy, ensure that the board and chief executive are truly aligned, and that the CEO has the feedback he or she needs to course correct if necessary…. In other news, the boards of BlackRock and Urban Outfitters are both drawing criticism for the long tenure of some of their members. And Mylan disclosed that, even amid financial controversy, such as the drugmaker experienced in 2016, its chairman was one of the best paid. Read on.

DIRECTOR'S DOMAIN: What’s a CEO worth? Well, from the standpoint of company success, a lot. So it’s no wonder that directors devote serious time and energy to finding and retaining the right person for the top spot. Unfortunately, a new study suggests that boards are often not taking the right qualities into account when evaluating potential, or current, executives. (Suggested reading below: “What Boards Need to Know to Choose a Successful CEO.”) Regardless of how they are chosen—and sometimes even regardless of how successful they are—CEOs keep seeing their salaries race upward. Witness Yahoo CEO Marissa Mayer’s $200 million total take-home pay for five bumpy years and IBM CEO Gina Rommety’s new $50 million salary. The commentary on whether today’s CEOs are worth all that they’re paid makes for fascinating reading… And in other news: All the members of the beleaguered Wells Fargo board were re-elected, some by such a small number of shareholder votes that observers expect to see director turnover at the bank soon. Read more.

DIRECTOR'S DOMAIN: Today the board of 21st Century Fox is schedule to meet, and the Fox network’s long-time star and cash-cow Bill O’Reilly surely will be on the agenda. O’Reilly’s departure from the network was announced yesterday, following reports that the TV personality had been accused by at least five women of harassment, spurring advertisers to leave the show in droves. One can only speculate what the male dominated 13-person board conversations might be in the midst of this turmoil. On another gender (in)sensitive note, others are speculating whether Wells Fargo's board appropriately and fairly doled out the consequences to its top two executives in its recent scandal. And on the more optimistic side of gender conversations, the CEO and CTO of Redfin (the online real estate company) suggest in a new article in the Boardspan Library, that it may be easier—and more valuable—than many have imagined to get more women into the boardroom. Read on.

DIRECTOR'S DOMAIN: Tone at the top: Defining and demonstrating a company's values and culture is one of the most important responsibilities of the executive team and board of directors. So, when companies make major mistakes, as United Airlines did this week and as Wells Fargo did in recent years, customers, partners, shareholders and observers all swivel their heads toward the corner office and boardroom. One of the best commentaries on this comes from the Los Angeles Times, where columnist Michael Hiltzik suggests that if the leadership at United and Wells Fargo had created a culture of employee empowerment, they would not be fighting PR fires or paying fines for bad behavior. A Boardspan Library article from the Kellogg School of Management at Northwestern University points to research showing that companies whose employees perceive the firm to be ethical perform better financially. It makes sense that setting the right tone spares headaches and makes for greater success, but one hopes that boards and executives will promote values-based, ethical corporate cultures because it's just the right thing to do. Get all of the week's board news here.

DIRECTOR'S DOMAIN: Moving the dial. Slowly but surely, women are making their way onto larger company boards, yet as they do, some observers note that surprisingly few are in the influential chair seats for executive, compensation, strategy or audit committees. Meanwhile, board member Arianna Huffington is again in the spotlight for her outspoken support of Uber CEO Travis Kalanick and her attempts to resolve widespread claims of a sexist culture at the company. At Snap, Inc., however, the lone woman on the board is likely in the same situation as her male colleagues: pondering what leverage the board has in a case where the founders have retained 90 percent of voting rights in the now public company. And, given the ongoing concerns about cybersecurity in all facets of life, you may want to learn about some common myths that, if not debunked, could undermine your company's ability to protect itself. Read more.

DIRECTOR'S DOMAIN: When boards at the 100 largest companies in the U.S. set CEO pay last year, a few cut salaries, but many more increased executive pay, sending median salaries for some of the best paid people in the land up nearly 7 percent—to $11.5 million. Now institutional investors including CalPERS want to know how those salaries compare with what rank-and-file workers take home. The investors have sent a letter to the S.E.C. asking the Trump administration to push through an Obama administration rule that would require public companies to disclose the pay gap between CEOs and workers. And in other news: investment firm BlackRock, which manages more than $5 trillion in assets, is pressing for more board diversity of all kinds--expertise, experience gender, race, age. The firm will surely be interested in a study out this week showing that boards are heavily dominated by a single age group. Read more here.

DIRECTOR'S DOMAIN: Reporters and critics have a lot to say about an SEC disclosure made by Yahoo on Monday stating that CEO Marissa Mayer will leave with a golden parachute of $23 million, after failing in her bid to turn the company around. The noise is even louder around the revelation that her successor, current Yahoo director and former IAC chief executive Thomas McInerney, will be paid double Mayer's salary for what some consider a less-demanding job. Meanwhile, the chairman of the British supermarket chain Tesco suggested the days are numbered for white men on boards of directors—even as Boardspan CEO Abby Adlerman sheds light on why some male-dominated boards are reluctant to respond to calls to change their composition. Read more.

DIRECTOR'S DOMAIN: Women directors: Where are they? Financial services firm State Street wants to know. In an impressive display of shareholder activism, the world’s third largest investment firm with $2.47 trillion in assets is demanding that companies it invests in have at least one woman director. It promises a vote against the reelection of those board members responsible for nominating new members, should they fail to bring a woman on the board. Meanwhile the one female director at Uber, Arianna Huffington, is publicly defending CEO Travis Kalanick, as the company reels from a slew of scandals. And the institutional investors in Wells Fargo are considering withholding their votes from board members who might have moved faster to contain last year’s fake accounts scandal. Word to the wise: Shareholders are watching! Get all the news here.

DIRECTOR'S DOMAIN: “Culture starts at the top.” The adage, which applies to management and boards alike, is something the boards of Uber, Wells Fargo, and others are likely grappling with this week. Commentators are prodding Uber’s board to probe into allegations that the car-service company has fostered a culture of sexual harassment and to consider whether CEO Travis Kalanick, who was recently caught on video disparaging an Uber driver, is the right man to lead the $69 billion company. Wells Fargo’s board meanwhile slashed bonuses for the whole executive team to “reinforce accountability of the company's leadership” following last year’s sales scandal, in which more than 2 million fake accounts were created by employees trying to reach mandated quotas. Certainly allegations of widespread unethical and/or illegal behavior should prompt a board to hold executives accountable and to press for meaningful cultural change. Even better would be for boards to take a proactive stance regarding culture and accountability—and avoid the scandals all together! Some basic suggestions to help any board get in front of these issues: Commit to transparency; pursue rumors or complaints until the board is satisfied it knows the truth; refresh directors frequently enough to avoid cronyism and complacency; and regularly undertake assessments of both CEO and board. It wouldn't hurt to meditate on that old adage, either, and assure yourself that the board is setting the tone you want others to follow. Read on.

DIRECTOR'S DOMAIN: Big, bold shareholder activism. That’s what we’re talking about, as some of the nation’s most engaged shareholders disclose interests in major companies. Nelson Peltz targets P&G, with a $3.5 billion stake in the packaged goods firm. Carl Icahn steps in to ask for more changes at Bristol-Myers Squibb, which already this week bowed to demands from Jana Partners. Starboard Value takes a 6.6% stake in Tribune Media and signals its intent to shake things up. And that’s just the big players! One way to get ahead of this curve, and possibly forestall an outsider from making demands of your board, is to bring in more “activist directors” now. Most importantly, don’t let the drama swirling around shareholder activism keep your board from one of its most important and least understood tasks: Addressing cybersecurity threats. These are costly mistakes and the board should do all it can to avoid them. Read on.

DIRECTOR'S DOMAIN: Another week of intrigue in the boardroom: Snapchat clarifies the compensation of the only woman sitting on its board, suggesting that the company will, in fact, pay her more than the previously stated 10 percent of what her male colleagues make. Fortune 500 boards report that they have welcomed more black women to their ranks in recent years, but have not increased the percentage of black men sitting on those boards. And, as the Volkswagen board denies new allegations that its members were warned ahead of the U.S. government’s probe into the automaker’s falsified emissions tests, Germany amends its corporate governance code to require companies and their directors to conduct business ethically and take responsibility for their behavior. Read more here.

DIRECTOR'S DOMAIN: The year of activism? So far in 2017, American citizens have taken to the streets and corporate shareholders have taken up proxy fights with a vengeance. Autodesk, Buffalo Wild Wings, Perrigo, and Cognizant have all been in activist shareholders’ crosshairs this week. Mark Zuckerberg, too, is getting a little heat from shareholders looking for him to abdicate the chairman role at Facebook. Meanwhile, there is a lot of talk about a new report showing that, after initially driving hard to achieve greater diversity and bringing more women into the boardroom, the United States has fallen behind much of the developing world. Will we see would-be women directors taking to the streets? Unlikely. But we wouldn’t be surprised to see some creative form of board diversity “activism” on the horizon. Keep reading to get this week's news.

DIRECTOR'S DOMAIN: ExxonMobil adds an atmospheric scientist to its board? Yes, you read that right. Some critics are crying ‘too little too late,’ but the Union of Concerned Scientists gives the oil company a thumbs up for appointing a climate scientist as a director. Meanwhile, a new activist investor-defense group at Lazard is using big data to help companies spot potentially vocal shareholders before they raise their voices. And boards looking to help their CEOs succeed (and thereby give activists no grounds for complaining) are turning to a timeless tactic: More and better feedback! Read on for the whole story.

DIRECTOR'S DOMAIN: Wells Fargo is back in the news, with press reports alleging that early investigations into the bank’s cross-selling debacle were tainted: employees were apparently tipped off to internal inspections, giving them time to cover up illegal maneuvers before inspectors arrived. Also the bank now says it has found evidence that some employees who came forward to report the illegal activities were fired. Not a pretty picture. For some time now the culture at the bank and the role of the board in preempting bad behavior has been called into question. Today, Boardspan releases its own analysis of the responsibilities and challenges of board membership in this special report Leadership Matters: What Boards Can Learn from the Wells Fargo Calamity. Read it today!

DIRECTOR'S DOMAIN: Ch-ch-ch-ch-changes. On the eve of the presidential inauguration, the news is thick with reports about the new administration: Incoming Transportation Secretary Elaine Chao will apparently continue receiving substantial compensation from Wells Fargo related to her prior role as a director at the bank. General James Mattis has reportedly left his board seat at Theranos to prepare for his new role as Defense Secretary. And President-elect Donald Trump’s lack of board service is examined—would he have a better sense of conflict of interest if he had ever sat on a public company board? Meanwhile, boards across the country are looking at expected changes to the economy, regulations, and more and wondering what’s in store for them. To answer this question and more, we’ve just released Boardspan’s Guide to 2017: 8 Key Issues Boards Face This Year, which we link to below. Please have a read and pass it on to colleagues who would benefit from knowing what to expect in the boardroom. We look forward to keeping you up-to-date and ready for what 2017 holds, all year long.

DIRECTOR'S DOMAIN: We talk frequently about the increasing pressure boards feel, as everyone from regulators to shareholders holds directors accountable for a company’s actions. This week, we see that consumers, too, can take aim at boards for behaviors they don’t agree with. Witness the boycott called against L.L. Bean after one of its board members was reported to have contributed to the Trump campaign. There's not much directors can do about increased scrutiny, besides ensuring we act with integrity and consider decisions carefully, knowing they might be perceived differently by others. As Harvard Business Review suggests, we can all get better at identifying ethical decisions and perhaps seeing the potential consequences before we make a move. Meanwhile, Yahoo announced this week that many directors—including CEO Marissa Mayer— will be leaving the company’s board once the deal with Verizon closes. And a dispiriting new report shows that at many companies, “diverse directors,” i.e. women and people of color, are paid less than their white, male counterparts. Read on.

DIRECTOR'S DOMAIN: Happy New Year! Prognosticators have been busy chronicling what to expect in 2017. Their best guesses include more corporate scandals, more cyber attacks, and less regulation all around. One might also assume that individual directors will be appointed to fewer seats, as both ISS and Glass Lewis have placed new focus on the issue of directors “overboarding.” Meanwhile, some new board appointments have garnered attention, including former DuPont CEO Ellen Kullman’s election to the Goldman Sachs board, and the announcement that former Genetech CEO Ian Clark will begin serving on three biopharmaceutical company boards. There is also talk of a handful of young, female technology entrepreneurs becoming sought after as directors for larger company boards. While it's likely terrific for those invited and the boards they serve, we still have a long way to go before women are included as a rule, not an exception, given that only 20 percent of large company board seats are currently filled by women. Here’s wishing you a successful 2017! Let us know how Boardspan can help turn your board aspirations into reality this year. Read more.

It's a quiet time in the board room -- the lull before the storm of regulatory changes and strategy updates as organizations sort out what the new year and new players could bring? Two of this week's articles reflect opinions about what a Trump administration might mean for board rules and Dodd-Frank regulations. Another examines how those companies with directors likely to take part in the new administration are already faring well. Meanwhile, research shows that the number one skill that innovative CEOs have in common is their ability to manage risk. That seems like an important competency to hone in the year to come. See the piece from our archives, below, to learn more.

Transition time. Next year is shaping up to be one of big changes: Starbucks will try an unconventional CEO transition with Howard Schultz handing off the chief role to his number two, but staying on as chairman and in a new operational role. Theranos will remake its board with fewer politicians. Chipotle, too, looks likely to shake up its boardroom. Meanwhile, a new Stanford University survey of corporate boards reveals common issues today’s directors face, plus some suggestions for solving them. And this week’s newsletter is filled with good advice for your new year: How to plan a CEO transition; how to think about governance for subsidiaries of larger firms; and how to be a more effective leader. We hope you find it valuable.

Chief among a board's responsibilities, some say, is the hiring—and potential firing—of the CEO. We know there's a lot more to governance than that! But there's no doubt that having the right person in the top job is important. Harvard Business Review makes the case this week that there is a much a board can do to help a new CEO get up to speed and be effective in her role; after all, great coaching can turn a decent player into a stand out. And John Graham, a professor at Duke University's Fuqua School of Business, argues in the Wall Street Journal that even the stand-out players should be evaluated periodically; you need to know when they would benefit from more coaching or need to be cut from the team. And we've included a story from the archives about how to hire the right CEO when you need to. Our takeway? Yes, the board needs to be highly attuned not only to who is sitting in the CEO's seat, but whether and/or how it can help improve the quality of the CEO's performance. Sounds like a great topic to consider as you begin to size up the new year. Contact us if we can help: info@boardspan.com

When employees share their concerns or whistleblowers make noise, it doesn't hurt to listen. Yesterday, the Wall Street Journal published an intimate look into the experience of the man who apparently went public with his concerns that blood-testing company Theranos was fudging its research. The employee in question landed the job through his connection to Theranos director and former Secretary of State George Shultz, who happens to be the man's grandfather. (It's quite a read.) And this week several major shareholders said they are looking for changes to the Wells Fargo board in the wake of the false-accounts scandal that cost the company its CEO—a scandal that some say was first revealed to the board by whistleblowers five years ago. Meanwhile, a new study shows that the quotas some European countries have put in place to ensure gender diversity on boards has resulted not only in more female directors, but an overall positive experience for directors and more professionalism in the recruiting process. Enjoy this week's issue and ... have a Happy Thanksgiving! We won't publish next week, but will see you back here on December 1.

While the boardroom is fairly quiet this week, there are a few things that caught our attention. For starters, we look at how much directors are paying themselves—the median salary for directors of S&P 500 companies is about a quarter of a million dollars a year, with some earning into the millions, presumably for a job very well done. Next, we are back to Wells Fargo, which is hoping to avoid litigation by settling yet another accusation of wrongdoing—this time for overcharging mortgage holders for home appraisals the bank required of those who had defaulted on loans. Meanwhile, commentators offer some advice to the bank’s board about refreshing the company culture, even as a group of senators questions why KPMG, the bank’s long-time auditor, didn’t discover signs of malfeasance. We find some rich insights on how a board can help grow a sustainable business that activists will leave alone, as well as advice from one of the best-known activist investors, Nelson Peltz. And, since we can’t help but think that now is a great moment to step back and think about the board’s role in creating responsible corporate cultures, this week we highlight “Business Ethics Begin in the Boardroom” from the Boardspan Library. Read more.

Great expectations. We all have them for boards. Just count the ways critics suggest Wells Fargo’s board of directors could have done better: by acting when they first got wind of the scam; by limiting the CEO’s participation in outside boards; by fostering more turnover of board directors; by separating the role of CEO and chairman; by hiring an outsider as CEO… and so the list of failed expectations goes on. We also hoped for more from Facebook’s handling of its high-profile, Trump-supporting member—read the Wired piece below excoriating Mark Zuckerberg for suggesting that Peter Thiel’s board membership is a nod to diversity. It is hardly surprising to learn that board members themselves feel pressured by expectations—a new survey shows that 60 percent of global directors feel expectations are higher than what they can reasonably deliver. And activist investor Nelson Peltz, bemoaning the Information Age, says it’s harder to meet the expectations of being a good director when you’re inundated just before a board meeting with email and last-minute documents. So, what’s a director to do? Well, avoid complacency, get ahead of the issues affecting your board, stay informed, speak up, and use the best governance tools available to ensure that your board is as effective and efficient as possible. It may not be easy to meet today’s high expectations, but, surely, you don’t want to embrace the alternative. Read on

Boards under scrutiny: Even as former Wells Fargo CEO John Stumpf vacated his board seats at Target and Chevron in the wake of the “cross-selling” scandal that cost him his job, the California Department of Justice yesterday announced it is conducting a criminal investigation of Wells Fargo, seeking evidence of identity theft when the bank opened millions of accounts without customer’s permission. Critics suggest that 1) the board should have noticed the evidence of wrongdoing earlier; 2) it should have split the CEO and chair roles—pairing Stumpf with a strong overseer; and 3) at a minimum, it should have sent strong signals that it valued propriety above profits. Congresswoman Maxine Waters is now questioning whether the Wells Fargo board, even today, is supportive of real structural and cultural change since it appointed as its new CEO Tim Sloane, a 29-year Wells Fargo veteran. Meanwhile at Facebook, CEO and chair Mark Zuckerberg apparently received enough negative feedback that he felt obliged to defend much-maligned board member Peter Thiel after Thiel’s $1.25 million donation to the Trump campaign. Any board facing criticism might consider what it needs to do to ensure the public’s trust—one thing that no successful business can be without. Read on to learn the basics for building, or rebuilding, trust.

It’s a woolly week in the board room with Wells Fargo CEO John Stumpf stepping down amid scandal and calls for Stumpf to also step off the Target board, where he is a director. Heeding the criticism of Congress as well as shareholders, the Wells Fargo board takes this opportunity to split the chair and chief executive roles. One wonders if the Wells Fargo and Target boards would benefit from reading the article (from the Boardspan archives) on the board’s role in reputation management. It could be required reading, too, for those boards the Wall Street Journal discovers have "independent" directors who double as paid lobbyists. Meanwhile, the under-representation of women in the boardroom continues to spark fury in some corners, but a new PwC study suggests that a majority of male directors are just fine with the status quo, thank you very much. We link to the full report, which addresses not just gender, but issues like unprepared board members, the role of activist investors and more. Happy reading....

Lest you think that debates are for the politically minded only, one can only imagine wha