How to Be a Good Board Chair

A new study distills the qualities of a good board chair. An effective chair, the people in our study largely concurred, provides leadership not to the company but to the board, enabling it to function as the highest decision-making body in the organization. As one survey respondent put it: “The chair is responsible for and…

Netflix Revolutionizes Board Meetings

Beyond PowerPoint — making meetings meaningful, and integrating the board with the company’s operations and executives at Netflix: At most companies, directors have a less complete understanding of the company than executives because of their limited exposure to day-to-day activities. The format of the information they receive does little to overcome this information deficit. The…

Carillion bosses drove construction firm off a cliff, say MPs – BBC News

The UK firm Carillon has collapsed, declaring bankruptcy as its share price is just above zero. The “integrated support services business” held about 450 governmental contracts, from school meals to maintenance, construction, and traffic control. Last year, it issued three profit warnings in five months and wrote off more than £1 billion. In a damning…

Time for GE to Split Up the CEO-Chairman Job? | Directors and Boards

VEA Vice Chair Nell Minow, writing with Allan Grafman in Directors and Boards, says it is time for GE to have an independent board chair. At April’s annual meeting, General Electric’s leadership got an earful from retirees, employees and shareholders about the company’s financial woes, with one investor calling the once preeminent Blue Chip company…

The Lonely CEO | Directors and Boards

The significant conclusion we would draw is somewhat different: CEOs do not allow or enable boards to play a significant substantive role beyond compliance and window dressing, and boards make no effort to change that. Whether it’s racial tensions in a coffee shop or testimony before Congress about privacy, CEOs face a lot of pressure…

Deadlock on the Board | CLS Blue Sky Blog

On Columbia Law School’s blog, Jason Roderick Donaldson, Nadya Malenko and Giorgia Piacentino write about board deadlock: [S]ometimes boards struggle to make decisions. In surveys, 67 percent of directors report the inability to decide about some issues in the boardroom. Moreover, 37 percent say they have encountered a boardroom dispute threatening the very survival of…

Spring Awakening: Notes from This Year’s CII Meeting

VEA Vice Chair Nell Minow reports on the Harvard Law School Corporate Governance and Financial Regulation Blog about CII’s spring meeting. The theme I heard most often at the annual spring meeting of the Council of Institutional Investors was ESG: environmental/social/governance risks and investment opportunities. The issues of how best to understand ESG and factor…

Do “Golden Leashes” Conflict with Directors’ Fiduciary Duty?

Some activist shareholders want to make side payments to the directors they put on boards. Is that good or bad for the other shareholders? Gregory H. Shill writes: Traditionally, activist hedge funds identify a company ripe for improvement, acquire a toehold position in the company’s stock, and then launch a campaign to convince shareholders to…

How to be a Less Infuriating Board Member | eShare

The unabashed promotion of a software product aside, this has excellent advice for directors, especially doing your homework and embracing boardroom disagreements: It’s incredibly important to show consideration and respect when debating any points during a board meeting, particularly those that require a vote. No matter how passionate you are about your position, it helps…