THE BOARDSPAN LIBRARY
The Boardspan staff reviews and selects the most informative articles from business news sources, including:
We categorize articles to make them easier for you to find.
- Exec. evaluation & comp
- Critical information about evaluating and compensating the executive team.
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Featured
Best Way to Navigate the Climate Disclosures Movement? Listen to the Institutional Investors Driving the Conversation.
by Mai-Khoi Nguyen-Thanh and Taylor Wirth
Intense focus on the environmental prong of ESG is being driven by a constellation of private actors. Institutional investors, in particular, are making their voices heard through the 2022 proxy season by urging companies to demonstrate meaningful progress on climate and environmental sustainability. And in fact, many companies are already doing so in an effort to distinguish themselves in the competition for customers, talent and investor funds.
Beyond simply complying with changing regulatory minimum standards, making ESG a pr... read more
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Featured
Ten Questions to Ask Before Joining A Public Company Board of Directors
by Sara B. Brody and Jason T. Nichol
Being asked to join the board of directors of a public corporation is an honor. Board membership can be an enriching experience and an avenue for personal and professional growth. However, in an increasingly litigious, regulated and complex public company landscape, director candidates should conduct thoughtful and targeted due diligence on a company and its existing board practices before committing to a role that should be expected to extend over multiple years. The following are ten questions director candidates should ask themselves a... read more
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Featured
Private Boards: Understanding The Principles Of Corporate Governance
by Bruce Werner
Every private company has its own set of ownership issues, competitive dynamics and resource constraints to optimize. As you would expect, private companies vary widely on what they want their boards to accomplish. Setting these priorities starts with understanding the basics of governance.
What are the functions of a private board?
Public boards typically focus on management selection and compensation. In a private company, this need likely has a different slant. As companies grow, they benefit from outside advice o... read more
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Featured
Board Oversight of ESG: Preparing for the 2022 Proxy Season and Beyond
by David M. Silk, Sabastian V. Niles, and Carmen X. W. Lu
Last year’s proxy season saw investor support for an unprecedented number of ESG proposals, on issues ranging from climate change to human capital management to diversity, equity and inclusion. Proxy advisory firms increasingly recommended that shareholders vote for such proposals. We also saw the emergence of ESG-driven withhold campaigns targeting individual directors. This upcoming 2022 proxy season will likely remain hotly contested as investors, proxy advisors and other stakeholders further scrutinize companies’ ESG crede... read more
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Featured
Cybersecurity: Board of Director Litigation Risk
by Quintin DiLucente, Christopher Iacono
The standard in shareholder derivative actions is based off the seminal Caremark case. In the Caremark 1996 decision, the Delaware Chancery Court stated that, in data breach actions, directors can be personally liable for failing to “appropriately monitor and supervise the enterprise.” The court stressed that a company’s board of directors must make a good faith effort to implement an adequate corporate information and reporting system. Failing to do so can constitute an “... read more
FEATURED ARTICLES
Independence is not as simple as it sounds. As a director, you may be considered independent for one purpose but not another, and the fact that you qualified as independent in the past does not mean you will in all future situations. It is essential to understand the rules governing director inde...
By now you’re probably intimately familiar with “Zoom fatigue.” But the exhaustion we feel after an afternoon of Zoom meetings comes from more than staring at a screen—though that surely doesn’t help matters. “Zoom fatigue technically means the work that our brains need to do in order to un...
Company culture is inextricably linked with strategy and operations. It involves the selection and assessment of senior leaders. It impacts a company's growth and risk. It influences its competitiveness. And as such, culture should be overseen by the company’s board of directors. Regulators in...
Board diversity—or rather the lack thereof—has never been under more scrutiny. In recent years, money managers like BlackRock and State Street have called for more diversity across corporate boardrooms, with the latter going so far as to announce it would begin voting against companies without...
Change is good: it’s what drives most of business success. We accept that, with change, we will encounter unknowns that can be both favorable and challenging. Preempting downside while making change is a critical aspect of risk management. Yet "humans are tuned to making decisions around stabi...
For a company to function effectively, the management team and the board of directors must be in general alignment. When problems brew between the board and the C-suite, the reasons can often be traced to poor relational competence. Relational competencies have been studied in business from th...
With 247 special purpose acquisition companies (SPACs) going public in 2020 and another 298 in the first quarter of 2021, SPAC sponsors have knocked on many doors to find directors. If you are invited to join a SPAC board, what questions should you ask? What will be required of me? SPAC ...
Society is demanding a different kind of leadership from the C-suite, especially CEOs. People are paying close attention to what they say and what they do. This shift was happening well before 2020, but the COVID-19 pandemic and social and political unrest significantly accelerated the transfo...
“The COVID-19 impact on supply chain disruptions is widespread and severe,” said Brian Higgins, Advisory Principal and Supply Chain Leader for KPMG LLP. “It has really emphasized the need for more interconnected, transparent, agile, and flexible supply chains globally.” With challenges related...
Hard as it may be to believe, most chief executive officers today receive their annual feedback in the form of a bonus check. Maybe it’s a great bonus. Maybe it’s less than expected. Either way, when the chair of the company’s board compensation committee swings by to drop off an envelope befo...
Cyber risk management is no longer just about preventing breaches. A good program can also help companies get back on their feet and mitigate financial and reputational damage when a breach occurs. How do you know whether your company is doing all it should? Nearly three quarters of US CEOs in...
Intense focus on the environmental prong of ESG is being driven by a constellation of private actors. Institutional investors, in particular, are making their voices heard through the 2022 proxy season by urging companies to demonstrate meaningful progress on climate and environmental sustainabil...