A board of directors has one job: managing risk. Everything they do, selecting, overseeing, compensating, and replacing top management, setting overall strategy, balancing competing interests, is all in service to sustainable growth of the business. Terms like “mission-critical” are just a reflection of that principle. After decades of routinely dismissing such claims, Vice Chancellor Laster’s…
Category: boards
Human Capital: Key Findings from a Survey of Public Company Directors
An EY Center for Board Matters study shows that Nearly 70% of directors say their board spends enough time discussing talent strategy and issues, 78% say their board has a strong understanding of current talent and workforce issues, and 66% say their board has the appropriate skill sets and experience to oversee talent strategy in…
Citing Thin Board Record: Delaware Court of Chancery Again Sustains Oversight Claim
A rare case of finding a board vulnerable to a liability claim: The Delaware Court of Chancery has sustained another Caremark claim, pointing to the absence of documents produced in response to a stockholder’s inspection demand as evidence that the directors “face a substantial likelihood of liability” for “failing to act in good faith to…
Hertz (HTZ) Seeks $70M in Clawbacks Tied to Accounting Scandal – Bloomberg
Hertz Global Holdings Inc. is demanding that ex-Chief Executive Officer Mark Frissora and other former senior managers return at least $70 million of incentive compensation for their roles in an accounting scandal five years ago. Mark FrissoraPhotographer: Andrew Harrer/Bloomberg The car-rental chain accused the former executives of pressuring employees to use fraudulent accounting techniques to…
PWC Director Survey 2020
This year’s PWC survey of corporate directors has some striking findings. 49 percent of the directors surveyed believe at least one of their fellow board members should not be serving. More boards are doing self-assessments but many boards are focusing on some of the easier things to change, such as adding more expertise to the…
Please Don’t Call CEO Departures for Cause “Push-Outs”
The use of the term “push-out” reveals the bias of this study, from a program largely funded by CEOs. When CEOs are promptly fired for cause, including poor performance, without multi-million-dollar departure packages. we’ll begin to talk about efficient markets. Research using the Push-out Score analysis model shows that at the start of the year,…
Was any board worse than Boeing’s in 2019? – Los Angeles Times
VEA Vice Chair Nell Minow is quoted in Michael Hiltzik’s story about the worst board of 2019. This may have been overlooked, but the Boeing board of directors did Wells Fargo a big favor in 2019; it provided Wells’ directors with real competition in the race for the worst failure of leadership among major American…
Board of tech group Inex to step down amid governance row
Big corporations are in favor of activism and engagement when they are investors. The entire board of tech group Inex will step down following pressure from some of its leading members, including Google and BT Ireland, arising from a corporate governance row. In an email to members shortly before Christmas, the company confirmed that three…
Ceres: Blueprint for Boards on Climate Risk Assessment
Some 73 major U.S. companies recorded material hits to earnings from extreme weather events in one year, while supply-chain disruptions from climate change jumped 29% over the past six years. Once again, we emphasize that ESG is not a trade-off of shareholder value; it is a more sophisticated way of assessing risk. A new report…
Delaware judge says Tesla board must face trial over Musk’s mega-pay package – Reuters
This is a very unusual ruling because judges usually defer to boards’ compensation decisions as well within their discretion under the broad protection of the business judgment rule. But this was a $2.6 BILLION pay package. And, significantly, the compensation committee had conflicts. A Delaware judge ruled on Friday that Tesla Inc’s (TSLA.O) board of…
