Director's Domain: Corporate Governance News & Board Insights

November 07, 2024 -

The responsibility of boards in guiding companies through change is challenging and they must ensure that the appropriate directors are at the table. In this week’s news: board members consider prioritizing agile decision-making to help their companies adapt quickly to potential regulatory changes and economic shifts after the election, the completion of Paramount Global’s $8 billion merger with Skydance Media, and Elliott’s activism at Southwest, illustrate the complexity of board composition and its impact, and thought leaders discuss how directors, whether individually or as a board, can often be a leading cause of organizational failures. In each instance, boards take on the responsibility of guiding companies to adapt and succeed while also addressing the challenges associated with board service.

October 31, 2024 -

As Halloween arrives and the corporate world stirs under a thinning veil, boardrooms echo with winds of unrest and transformation. This week, Douglas Elliman’s board pushed for CEO Howard Lorber’s exit, launching an investigation into a workplace culture haunted by past misconduct. Meanwhile, at Estée Lauder, the succession spell is cast, with veteran Stéphane de La Faverie ascending to the CEO role while CEO candidate Jane Lauder, the founder’s granddaughter, will leave her executive role, indicating a preference for familiarity over family. And, at Pfizer, CEO Albert Bourla faces a cauldron of criticism, notably from Starboard’s Jeff Smith, regarding growth and accountability. This week’s headlines raise an interesting question in corporate governance: should a company consider its own directors as CEO candidates? As leadership dynamics shift and oversight of company culture moves up the boardroom broomstick, we wish you a safe and spooky Halloween!

October 24, 2024 -

This week’s newsletter may seem quieter than usual, but with the presidential election just two weeks away, it feels a bit like the calm before the storm. Interestingly, however, a noticeable theme emerges around the fundamentals of board service. Disney has tapped boardroom veteran James Gorman to lead the essential task of CEO succession, aiming for a smooth and lasting transition after a tumultuous year. Meanwhile, Starboard is pushing Pfizer’s directors, and Elliott pressured and reached a settlement with Southwest on board and management accountability — underscoring a board’s fiduciary responsibility related to underperformance. A highlight in the 2024 BDO Board Survey is the opportunity to leverage technology for growth. And finally, the “ABCs of Boardroom Dynamics” reinforce a core principle: good governance is the bedrock of success for companies and the boards that guide them.

October 17, 2024 -

In an era where the pace of business is faster than ever, recent surveys reveal that many corporate boards may be evolving too slowly to keep up with today's challenges. At the core of this issue is governance—the foundation of effective board service. Whether it's technology oversight, as seen in CrowdStrike's recent outage and its potential director liabilities, reevaluating board composition to drive value creation, or grappling with the devastating consequences of climate change, governance plays a crucial role in keeping companies agile and prepared for both strategic and unexpected challenges. This week's newsletter delves into these topics, including the value of age diversity on boards and how directors can lead on climate oversight. Lastly, no week would be complete without the latest activist developments, with Elliott and Edge One serving as reminders that strong governance is essential for smooth, strategic, and successful business operations.

October 10, 2024 -

As we enter the final quarter of 2024, DEI, Activism, and AI remain at the top of directors' minds. This week's issue digs into how directors navigate these complex topics at a breakneck pace while remaining forward-looking, providing invaluable insight and effective oversight. A compelling study conducted by e.l.f. Beauty and North Carolina A&T State University begins to answer the critical question of whether diversity positively impacts company performance with evidence leading to a resounding "Yes." With an activist environment still percolating, boards are equipped with proactive strategies to address activist and stakeholder concerns that are part of good director succession planning. And finally, AI continues to dominate the headlines with immense opportunities and risks that demand directors' attention. All to say, boards are continuously challenged to provide long-term stewardship over evolving, impactful topics.