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Featured Article | New Talent | Corporate Governance | Calendar of Events | News
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Job One is Jobs Won
 BY ROBERT H. ROCK
Ed. Note: President Donald Trump is, as he himself might say, laser focused on job creation as one of the primary objectives of his new legislative agenda. Directors & Boards Publisher Robert Rock chose job creation as the topic for his “Letter from the Chairman” — seven years ago, in the First Quarter 2009 edition of the journal. (He even mentioned Mr. Trump in his essay.) From our rich archives, we present anew Bob Rock’s thinking on the CEO’s accountability for job creation.
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While no CEO enjoys wielding the ax, many are getting good at it. Last year 2.5 million Americans lost their jobs, and this year a few million more will. On the precipice of a ’30s-like Depression, CEOs in conjunction with their boards of directors are laying off large swaths of their employees. In the halcyon days just a few years ago, Donald Trump’s punch line “You’re fired!” did not seem so terminal, but in today’s labor market, losing your job seems like a death sentence. The old adage is all too real: a recession is when your neighbor loses his job; a Depression is when you lose yours.
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Directors & Boards Director Education Webinar Series
After the Election: Executive Comp, Audit, Risk and Governance Issues
December 1, 2016
Navigating Successful Mergers & Acquisitions: What Directors Need to Know
November 16, 2016
The Board’s Role in Defining, Communicating, and Sustaining Corporate Culture
September 14, 2016
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Welcome to the board: 40 new directors in their 40s
 BY JAMES KRISTIE
Only about 10% of directors at more then 3,000 listed companies are in their 40s, according to data from the EY Center for Board Matters. The average age of a director of a publicly traded company is 62. But who’s counting? Well, we are. “Are boards too old?” is a topic that Directors & Boards authors have addressed several times over the years, as well as the corollary question, “Do boards need younger members?”
Both questions are becoming more pressing as we continue to advance into the digital age, a trend well explored by Norbert Gottenberg in the preceding article. As a tie-in with the 40th anniversary of Directors & Boards, what follows is a lineup of 40 executives who were elected to boards in the past two years. It is a random sample (in alphabetical order) culled from the research our team has done for the Directors Roster roundup of new directors that appears in each issue. It is a nicely balanced list of men and women, each with diverse backgrounds — not always digital-oriented but you will see that some do bring a digital touch with them to their new board seats (details are as of the time of their board elections)..
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Effective Corporate Governance
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Corporate governance is personal
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BY DOUG RAYMOND
Sarbanes-Oxley, Dodd-Frank, the explosion of litigation against directors and a myriad of other factors have added substantially to the obligations of boards of directors since this journal first began publication. These trends have been reported in these pages effectively and pragmatically over the last 40 years. In response, directors have naturally come to think of their roles as highly complex and difficult to master. Hundreds of treatises, ‘ master classes,’ journals and consultants offer best practices, checklists and other advice on how to be a responsible and effective director and demonstrate proper and legally sound corporate governance principles.
The work that today’ s corporate directors are called on to do, particularly when they sit on boards of a public or global business, is undeniably complex, demanding, and subject to constant second-guessing by regulators and the plaintiffs’ lawyers. However, at its core, the essential requirements of good corporate governance have not changed all that much. Good governance, and the legal obligations of directors, remain centered on the effective implementation of the fiduciary duties that directors owe to the company and its stockholders; principally the duty of care and the duty of loyalty.
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2017 Corporate Governance Symposium
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MARCH 7
The John L. Weinberg Center for Corrporate Governance and Depertment of Finance in the Alfred Lerner College of Business & Economics is sponsoring the Corporate Governance Symposium focused on "Governance Issues of Critical Importance to Boards and Investors" at Clayton Hall, University of Delaware. The all day event is free to attend, but space is limited.
To register, visit here.
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NACD Director Professionalism
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MARCH 13-15
NACD’s world-renowned Fellowship® foundation course in boardroom fundamentals is headed to the Big Easy—New Orleans—Mar. 13-15. Directors and governance professionals looking to position themselves for future board seats will gain leading practices and practical insights for the demands of today’s boardroom.
More information here.
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Women Corporate Directors 2017 Latin America Conference
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MARCH 22-23
The WomenCorporateDirectors Foundation (WCD) is pleased to announce its inaugural 2017 Latin America Conference in Santiago, Chile. This conference will bring together women directors from South and North America, as well as Asia and Europe for a dynamic program consisting of a group dinner at the on the 22nd of March and a full day conference on the 23rd at the Ritz Carlton.
THIS CONFERENCE IS FOR WOMEN WHO ARE ALREADY ON CORPORATE BOARDS OR LARGE FAMILY/PRIVATE COMPANY BOARDS.
For more information, contact
info@womencorporatedirectors.com
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SEC Reconsiders Pay Ratio Rule Implementation
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SEC acting Chairman Michael S. Piwowar
issued a public statement today (February 6, 2017) which seeks detailed comments on either delaying implementation of the Pay Ratio Rule, or "reconsider[ing] the implmentation of the rule based on any comments submitted.
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35% of Directors Say Someone on their Board Should Be Replaced
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Over one third of respondents to PwC's 2016 Annual Corporate Directors Survey think that at least one member of their Board should be replaced. Among the top reasons given: Unprepared for meetings (25%), lacks the right expertise (17%) and againg (12%).
View the Top 10 FIndings from the survey, or
download the report.
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Board Diversity in the F500: Improving
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Gender and ethnic diversity on Fortune 500 Boards continues to increase, according to
The Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards, a multi-year study published by the Alliance for Board Diversity in collaboration with Deloitte. The report reviews Board composition from 2012-2016.
Key findings include:
- The percent of Caucasian women holding Fortune 500 Board seats increased 21.2% since 2012.
- African American women board members increased by 18.4%; African American male board members increased 1 percent. The report points out that African Americans have the highest rate of directors serving on multiple boards.
- Increased diversity appears to be focused on the Fortune 100, where 65 percent of these boards have greater than 30% Board diversity. The following 400 companies have just under 50 percent diversty at that level.
Here's the New York Times' Dealbook take on the report.
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