2018
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On Governance: Culture Matters
July 11 | Deborah Midanek Bailey, Founder and President, Solon Group Inc. | Comments (0)In this piece, corporate culture is defined as an intangible asset driving company value. A culture of trust and support is found to be the best way to foster success in the workplace. To create this environment, boards and executives must focus on engagement, financial success, recruiting, and retention.
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Podcast on Social Purpose: The Conference Board’s Executives and Members Opine
July 03 | ESG Center | Comments (0)The Bottom Line, a podcast on social progress, spoke to thought leaders associated with The Conference Board on the letter that BlackRock CEO Larry Fink wrote calling for companies to positively contribute to society.
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On Governance: Dual Class Share Voting versus the 'Empty Voting' of Mutual Fund Advisors’
July 02 | Bernard Sharfman, Associate Fellow, R Street Institute | Comments (0)Why voting in dual class shares is a value maximizing result, but empty voting has become a systemic risk. Mutual fund advisors have a lack of economic interest, despite having the voting rights to the associated securities.
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On Governance: Why and How Companies Should Now Review Their Director Compensation Plans
June 27 | James D. C. Barrall, Senior Fellow in Residence, Lowell Milken Institute for Business Law and Policy, UCLA School of Law, ESG Center Fellow | Comments (0)Recent settlements in two cases appear to have been heavily influenced by the Investors Bancorp decision in ways that do not bode well for directors who determine their own compensation under shareholder-approved plans that do not limit their discretion to amounts that would not make it worthwhile for the plaintiffs’ lawyers to sue, or could be protected by the business judgment rule.
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On Governance: Boards, CEOs and CFOs Need to Demand a Lot More from Internal Audit and Risk Groups
June 20 | Tim Leech, Managing Director, Global Services, Risk Oversight Inc. | Comments (1)Boards, CEOs, and CFOs need to dramatically raise the bar, demanding better risk and internal audit processes and better metrics to measure the real value-add from internal audit and risk spending. A new approach to assurance, “Strategy and Value Oversight” and specific end result metrics are proposed, metrics capable of helping companies create and preserve long-term value and meet escalating expectations of powerful institutional investors, regulators, and others.
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On Governance: Balancing Directors’ Hindsight, Insight, and Foresight for Rebuilding a Board
June 11 | Patrick Dailey, Co-founder, BoardQuest | Comments (0)(This is the second part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) There are three facets of vision capability: Focus: Does a candidate or sitting director tend toward hindsight, insight or foresight? Range: Is a director able to contribute in each of the three areas? Proficiency: Where does a director demonstrate mastery [or notable weakness]?
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Deloitte Releases its Audit Committee Resource Guide
May 30 | Governance Center | Comments (0)Deloitte’s Center for Board Effectiveness, a member of The Conference Board Governance Center, has released its 2018 Audit Committee Resource Guide. It offers practical considerations and resources to help audit committee members execute their responsibilities by outlining regulatory requirements, questions to consider, and tools and resources available from governance organizations.
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New Research from the Governance Center
May 29 | Governance Center | Comments (0)During the second quarter of 2018, the Governance Center released three pieces of research that cover the activist hedge funds’ perspective on the corporate director job, ESG ratings and ranking initiatives, and the EU Circular Economy legislative package.
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On Governance: Balancing Directors’ Hindsight, Insight, and Foresight for Board Composition and Effectiveness
May 22 | Patrick Dailey, Co-founder, BoardQuest | Comments (0)(This is part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) Most every chair we engage acknowledges that board composition is the foundation for competitive advantage; in their belief, the mix has to be right or nothing much good can happen.
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On Governance: Caremark Decision and Reputational Risk Through #MeToo Glasses
May 15 | Arthur Kohn, General Counsel - ERISA, Compensation & Benefits, Citi | Comments (0)Public and private businesses today face many decisions that do not arise from, and have consequences far beyond, solely financial performance. Rather, these decisions are primarily driven by, and implicate, important social, cultural and political concerns. They include harassment, pay equity and other issues raised by the #MeToo movement.