DB E-Briefing
 

eBriefing

Volume 13, Number 24• January 25, 2017
Featured Article | Cyber Responsiblity| Board Values | Calendar of Events | News
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Featured Article


10 Pivots Boards Must Make in 2017
BY WOMENCORPORATEDIRECTORS

During a recent  WCD Americas Institute in Miami, bringing together top women business leaders from around the world, directors shared their key concerns for the coming year, and how their companies must pivot to prepare themselves. 

1. Leveraging local talent for global compliance challenges. With more globalization comes the positive of new markets, but also the negative of more regulations to navigate. “Compliance cultures are different in every country, and we see the rules changing even as we are in the midst of opening new markets,” says Elane Stock, a director at Yum! Brands, Equifax, and Metro Atlanta Chamber of Commerce. “So having strong talent in the region who understand where the regulations are and where they’re moving is really important. You can’t just do this from your corporate headquarters. You’ve got to have local resources, whether they are internal or external, that can point the way through this complexity.”

 
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Directors & Boards Director Education Webinar Series


After the Election: Executive Comp, Audit, Risk and Governance Issues
December 1, 2016
REPLAY >

Navigating Successful Mergers & Acquisitions: What Directors Need to Know
November 16, 2016
REPLAY >

The Board’s Role in Defining, Communicating, and Sustaining Corporate Culture
September 14, 2016
REPLAY >

 

Cyber Responsiblity

Twelve Questions Every Board Should Ask
BY JUDY SELBY AND AMY ROJIK

The new proposed cybersecurity regulation promulgated by New York's Department of Financial Services (DFS), which generally applies to financial institutions that do business in New York and is expected to go into effect on March 1, 2017, is groundbreaking in several respects. First, it will be a mandatory regulation, as opposed to "guidance," that requires Covered Entities to establish a Cybersecurity Program designed to protect the confidentiality, integrity and availability of the Covered Entity’s Information Systems and Nonpublic Information. Second, even though the pending proposal scaled back certain requirements contained in DFS' original proposal, the new version is still quite comprehensive in scope, mandating the implementation of a Cybersecurity Policy, generally covering 14 areas*, including everything from records management to third-party security.  But perhaps the most extraordinary aspect of the new regulation is that it places responsibility for cybersecurity squarely on the board of directors and senior management, effectively requiring boards to engage in active, engaged and informed oversight of the entity's overall cybersecurity.
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Board Values

Reputational Risk: Communicating the Importance of Principled Behavior

BY CHUCK SAIA

In their oversight role, boards of directors can take several steps to ensure management is communicating and practicing its core values. 

[This is part three in a three-part series.  See the other two articles:   Reputational Risk: Using (Un)common Sense to Gain a Competitive Edge and  Reputational Risk: With Ownership Comes Great Responsibility.]
 
Corporate culture is under a microscope. The scrutiny focused in the past on compliance and whistleblower activity has extended to the behavior of all employees in an organization. Regulators are upping their efforts to determine if organizations are communicating and practicing ethical behavior. 
 
Organizations that don’t communicate and practice ethical behavior are often cast in a negative light in traditional and social media, which threatens one of their most valuable assets—their reputation.
 
 
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Events

Women Corporate Directors 2017 Latin America Conference
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
 
Volkswagen Emission Scandal
APRIL 25

The current conflagration enveloping Volkswagen, involving a massive emissions regulation evasion scheme, has many causes and provides important lessons in the compliance and governance areas for investors, U.S. directors, chief legal officers, and compliance and governance professionals.  That such a pervasive and highly developed scheme to evade emissions standards could occur over such an extended period of time and through so many levels of the organization attest to a management and board culture gone awry.   To register for this event, click here.
The Private Company Governance Summit 2017
MAY 10-12

The fifth annual Private Company Governance Summit (PCGS) serves the governance information needs of owners, shareholders, directors and advisory board members of closely-held, family–owned and private equity owned private companies. The conference is produced by Private Company Director, Directors & Boards and Family Business Magazine.  PCGS will be held May 10-12 at the Swissotel in Chicago, and will focus on the theme of The Evolving Role of the Private Company Board.   More information is available here.
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NEWS

10% of CEO Successions Involved an Interim Appointment

The Conference Board's CEO Succession Practices: 2016 Edition shows that gradual transitions have become more common, and so has the option for the appointment of interim CEOs. In 2015, approximately 10 percent of CEO succession events involved an interim appointment.

Flying High: 40% of S&P 500 CEOs Received $100k Aircraft Perks
A new Equilar report examined the prevalence and value of aircraft, automotive and professional services perks awarded to all named executive officers (NEOs) in the S&P 500 over the past three fiscal years. Among other findings, the report shows that nearly 40% of S&P 500 CEOs received aircraft perks at a value of nearly $100,000 at the median.   Download the entire Executive Benefits and Perquisites report here.
 
 
Trends in Non-Employee Director Compensation
The 2017 ClearBridge 100 Report, from Clearbridge Compensation Group, presents findings on compensation levels and practices for non-employee directors, including trends in board compensation, compensation for board committees and board leadership, compensation limits, equity design features, and stock ownership guidelines and holding requirements.   See the full report here.
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