FEATURED ARTICLES

Board composition
The Professional Director Phenomenon
by Eugene H. Fram and Robbie Kellman Baxter

The concept of a "professional" director— one whose exclusive profession is serving on boards—has gone in and out of favor over the years. However, with growing board time and skill demands. the idea of a retired executive who makes a profession has gained renewed respect. Who are these professio...

Strategy & innovation
ESG and Sustainability: The Board’s Role
by David M. Silk, David A. Katz, and Sabastian V. Niles

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...

Board supervision
Audit: Radical Change on the Horizon?
by Stephen Davis

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 ...

Culture
The Three Attributes of Wise Boards
by Mary Cranston

The genius of well-structured boards is they bring together experienced, tested business leaders from different walks, who are dedicated to advising on the business at hand as a collective group. Optimizing a board’s potential requires a framework and governance priorities that support each direc...

Blog
Say Yes to Quotas!
by Boardspan

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...

Team building
Are Next-Gen Leaders Ready to Rise to the Board Challenge?
by Tom Monahan, Chairman & CEO, CEB

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...

Compliance
Environmental & Human Rights Assume a New Urgency for Boards
by Olivier Jaeggi

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...

Leadership
Setting Company Leadership: The Board's Simplest (And Toughest) Job
by Betsy S. Atkins

Serving as a corporate board member, particularly for a public company, seems like an intimidating job. Good — it should seem intimidating, in a way that drives us to be better fiduciaries. But the role of corporate director is also a fairly simple one, if we remember what our essential job is — ...

Risk management
Bringing The #MeToo Movement Into The Board Room
by Arthur H. Kohn, Pamela L. Marcogliese, Kimberly R. Spoerri & Vanessa C. Richardson

Maintaining a workplace environment free of discrimination, sexual harassment and other misconduct is critical to both the short-term productivity and long-term health of a business.  Reports of sexual harassment allegations at public corporations can have material negative effects on stock price...

Exec. evaluation & comp
Haven’t Done a CEO 360 Review? You Should!
by Boardspan

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...

Cyber security
Directors’ Notes: A Trap for the Unwary?
by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz

“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 ...

Featured
Agitators and Reformers: How to Respond to Activist Investors
by Josh Hinkel, Henrik Poppe, Martin Toner and Chuck Whitten

Arguably, the single best way to ruin a CEO’s day is to report that an activist is on the phone and has just taken a position in the CEO’s company. More and more CEOs are getting this call, as activist investing has exploded in recent years. We examined more than 400 activist engagements and f...

BOARDSPAN LIBRARY

Board composition +
Refreshing Your Board of Directors
Patrick R. Dailey, Ph.D. and Joel M. Koblentz
Battle For the Boardroom
Ludo Van der Heyden and Chris Howells
Night of the Living Board
Matt Palmquist
Strategy & innovation +
The "Third Team" Approach to Board Effectiveness
Denis Mowbray and Coral Ingley (both from Auckland University of Technology)
Tapping The Strategic Potential of Boards
Chinta Bhagat, Martin Hirt, and Conor Kehoe
Board supervision +
Best Practices: Non Profit Governance
McDermott Will & Emery
Value-Focused Corporate Governance
Christian Orglmeister, Marcos Aguiar, and Daniel Azevedo
The Trouble With Too Much Board Oversight
Olubunmi Faleye, Rani Hoitash and Udi Hoitash
Culture +
Team building +
Collaborate Better
Leigh Thompson
Five Things Every CEO Must Do in the Next Era of Globalization
Hans-Paul Bürkner, Arindam Bhattacharya, and Jorge Becerra
Outgoing CEOs Shouldn't Pick Their Replacements
David F. Larcker, Stephen A. Miles, and Brian Tayan
Compliance +
Leadership +
Risk management +
Exec. evaluation & comp +
Surviving the Sophomore Slump: Moves That Matter The Most
Roselinde Torres, Judy Johnson, James M. Citrin, and Susan S. Hart
Leapfrog Succession: Trend in Appointing CEOs
Roselinde Torres, Gerry Hansell, Kaye Foster, and David Baron
Cyber security +
Why Senior Leaders Are On The Front Line Against Cyberattacks
Tucker Bailey, James Kaplan, and Chris Rezek
Are You In the Dark about Shadow IT?
Ryan Shadle and Brian Turley
Corporate Governance in the Age of Cyber Risks
In collaboration with RANE (Risk Assistance Network and Exchange)
The Board’s Role in Managing Cybersecurity Risks
Ray A. Rothrock, James Kaplan, and Friso Van Der Oord
Featured +
Planning Ahead – The Board’s Role in Crisis Management
M. Hill Jeffries, Kyle G. Healy, Marshall M. Chalmers
Building a Forward-looking Board
Christian Casal and Christian Caspar
Agitators and Reformers: How to Respond to Activist Investors
Josh Hinkel, Henrik Poppe, Martin Toner and Chuck Whitten
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