CEOs as Directors? Maybe Not.

It used to be that the surest way to a board seat was to serve as a CEO. Now it might not actually be the best role to have on one’s resume. In a little-noticed but remarkable shift, many firms are skipping the corner suite and looking elsewhere for directors, choking off what once a…

Nasdaq Proposes Board-Diversity Rule for Listed Companies – WSJ

Nasdaq Inc. aims to require listed companies to include women and people of diverse racial identities or sexual orientation on their boards, a move that could prompt change at hundreds of companies. The exchange operator filed a proposal with the Securities and Exchange Commission that would require listed companies to have at least one woman…

“Board Directors Are Asking Far More Challenging Questions Today.”​

An illuminating interview about the challenges boards face in this very challenging year. Adam Bryant talks to Dr. Wanda Austin, the former CEO of The Aerospace Corporation. An excerpt: Bryant: We are having a lot of conversations with directors these days about how to get a fingertip feel for a company’s culture. What’s your approach?…

Climate risk & board conflicts at Standard Bank – Just Share

n 8 June 2020, 14 climate justice NGOs led by Just Share wrote to asset managers with shares in Standard Bank Group Limited (Standard Bank), calling on them to vote against the election of five climate-conflicted directors at the bank’s AGM on 26 June. Seven of Standard Bank’s 18 board members have close ties to…

Recent Delaware Court of Chancery Decision Sustains Another Caremark Claim at the Pleading Stage

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…

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,…