A few weeks ago, we had a long conversation with a majority shareholder whom we have been helping in the area of corporate governance. The businessman, fresh from an executive development programme at a top business school, wanted to make his company’s board Agile. We refused to support the idea ...

In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g., Barron’s recent report on Sustainable Investing), we are providing a high-level overview of how boards of d...

As technological, social and financial disruptions roil one industry after the next, boards of directors see the potential for crisis around every bend. Even the best corporate overseers recognize that prevention alone is not enough—boards must anticipate and be prepared to guide companies dealin...

How Boards Set the Tone for the Organization Board directors tend to underestimate the importance of corporate culture when they should see it as among their top governance imperatives. Culture is inextricably linked with strategy and risk, and it can be an organization’s biggest asset or its ...

A Q&A with Abby Adlerman, CEO of Boardspan. Notably, 15 of Boardspan’s 20 most recent board placements are women. Q: What do you think of California’s SB826, the bill that would require the boards of directors of public companies domiciled in California to include at least one woman director b...

Anyone who has ever gone to the “investors” section of a company’s website knows that corporate governance is not the sexiest of topics. While it seems that almost every category of people and/or type of profession has become fair game for reality television, one of the last safe places may actua...

The regulatory landscape around these issues is changing, and company leaders need to know. Board members are at risk of being seen as negligent — and therefore potentially accountable — if they fail to pay adequate attention to environmental and human rights issues. In 2015, regulators exp...

Most board chairs are experienced leaders. Half the chairs of the S&P 500 double as their companies’ chief executives, and the vast majority of the rest are former CEOs. But the close association of the two positions creates problems. It’s difficult for a board led by the CEO to serve as a check ...

Regardless of a company’s success or confidence in its strategy, management, and board, there are few situations public companies face that are more daunting than an unsolicited approach by an activist investor. And with activist activity continuing to rise—2018 saw a record number of companies t...

Every board wants its CEO to thrive--and there’s one simple thing all boards can do to improve the odds: Offer FEEDBACK. It’s surprising how many boards expect top performance from their executives, but only give feedback when they have a specific disagreement or concern about performance metrics...

“To take notes or not to take notes—that is the question” often asked in corporate board rooms today. As a matter of good governance, it is important that the minutes serve as the single, clear, official record of each in-person or telephonic board and committee meeting. Board materials that are ...

Audit committee chairs may find resonance in the phrase “tragedy of the horizon”, an expression coined in 2015 by Bank of England governor Mark Carney, which refers to the paradox that arises when market actors must take urgent action to address a long-term risk—but have no observable short-term ...