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Directors & Boards
2014-2015 Director Education Webinars
Rocking the Boat: The Growing Impact of Shareholder Activism and What Directors Need to Know and Do

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November 5, 2014

What Directors Need to Know about Board Evaluations, Part Two:
Moving from Fundamentals to True Strategic Value

Originally broadcast
September 18, 2014

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Featured Article

Eight Reasons Why Being CEO in 2015 Will Be Tougher Than Ever Before
These challenges include pressure to grow, need for global talent, board impatience…and ability to capitalize on the next emerging market—the U.S.!

By Stephen Miles, CEO, The Miles Group

Stephen Miles

As CEOs charge into 2015, the top of their agenda is dominated by threats and opportunities taking on a greater urgency than ever before. From managing the demands of their boards and activist investors to effectively leading a sprawling global organization, the CEO’s job has never been tougher.

Some of the factors contributing to the extremely challenging role of the CEO in 2015 will be:

1. Cybersecurity and Job Security

Failure to manage the threat of cyberattacks is the kind of thing that CEOs get fired for—we’ve seen it this past year—and the real concerns around this have only just begun. As attacks have moved beyond the financial sector to other high-profile companies, there will be transformational change in the way companies secure themselves and how much they spend on security. The silver lining is that this investment will drive accelerated innovation and change that will benefit consumers.

2. Hard-Charging Activist Community

We are in a new era of corporate activism: what were once ‘barbarians at the gate’ are now the cheered-on advocates for shareholders—much to the despair of CEOs and boards everywhere. Activists have a sense of confidence and purpose like never before, and are taking on companies no matter their size, brand, or stock performance, even targeting those who outperform the stock market. 

Read More…

In the Current Issue:

1st Quarter 2015 cover

First Quarter 2015


Recruiting and Onboarding the Young Director
Edie Weiner: Young leaders will be board material faster than any previous generation.

Managing an Internal Investigation
This is how a skilled board does it.

Contributing from Day One
When to talk, what to say, and how to deal with the big shots on the board.

In This Month's e-Briefing:
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Broken In

By Jim Kristie

Here is a story I have shared with a few close colleagues but have never told in public.

Back in the mid-1980s I was in a room with about 15-20 CEOs and board members, sitting around a big conference room table. All men, which is a key detail of what is to come.

The general topic was director recruiting. The specific subject was recruiting a woman to the board. One CEO raised the question of the desirability of doing so. The response he got from another CEO at the table was this: “Never add a woman to your board until she has been broken in on another board.”

If I recall, you could have heard a pin drop after that comment. But nobody challenged it, and the discussion proceeded apace.

Obviously the comment — especially the jaw-dropping phrase “broken in” — made an impression on me. At that time I was early in my tenure as editor of Directors & Boards and ramping up my coverage of the imperative of board diversity. It was not a widely held imperative at that time. Women were still just inching their way into public company boardrooms. 

The story flashes back to me now as I absorb the news of the German government’s move to institute a board quota policy for its public companies. This is a major development in advancing greater gender diversity on boards.

Gender quotas are a blunt instrument. Norway set the pace by instituting a quota mandate about 10 years ago. Most women directors and those aiming to join a board who I have talked with are against quotas. They don’t want to be seen or treated as token board members or candidates. Most would prefer that meaningful gender diversity objectives be voluntarily set and acted on — and championed — by CEOs, governance committees, and boards as a whole.

The Article of the Month in this e-Briefing shows one road map for such voluntary action.

Janice Ellig and Ilene Lang have been two stalwart voices of reason and impetus on achieving gender diversity on boards without quotas.

Flashback No. 2: Click here for an article titled “Finding the Blue Chip Woman Director” — the first article I published on gender diversity on boards. The date: 1981!

As always, I welcome your comments at

Jim Kristie  is the editor and associate publisher of   Directors & Boards.

Click here for a permalink to Jim's article.

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Events of Interest to Directors

April 26–29

RIMS (Risk and Insurance Management Society Inc.) is holding its 2015 Annual Conference and Exhibition in New Orleans. Launched in 1963, RIMS Annual Conference & Exhibition attracts some 10,000 risk and insurance professionals at all experience levels, business executives with risk management interests, brokers, insurers and service providers for the ultimate educational and networking experience. The four-day event offers educational sessions, keynote presentations, special events, and an expansive exhibit hall. To register or for more information visit

April 27

"Proxy Access 2.0: A Recap on 1.0 and the Economic Analysis” is a program being hosteled by CFA Institute and the Millstein Center. It will be held at Deloitte LLP at 30 Rockefeller Plaza in New York. This half-day event seeks to help frame the economic analysis around the current debate on proxy access in the United States. The event will include a presentation of CFA Institute’s research, “Proxy Access in the United States: Revisiting the Proposed SEC Rule”, followed by a panel discussion on the state of proxy access and the interplay of proxy access and hedge fund activism. Confirmed speakers include: Michael Garland of the NYC Office of the Comptroller; Bob Kueppers of Deloitte LLP; Tom Quaadman of the U.S. Chamber of Commerce; Kurt Schacht of the CFA Institute; and Darla Stuckey of the Society of Corporate Secretaries & Governance Professionals Inc. Attendance is free of charge, although registration is required. For more details visit

April 28

"The Path to Board Service: Expert Advice on How to Navigate." Boardroom experts Bonnie Hill, Ed.D., President of B. Hill Enterprises, LLC & Sheila Ronning, CEO & Founder of Women in the Boardroom offer expert advice on how to navigate the journey towards board service. This event will help clarify and give insight into your burning board service questions. For more information on this Women in the Boardroom event, visit

May 5

"The Auditor of the Future” is a program being conducted by the John L. Weinberg Center for Corporate Governance at the University of Delaware Alfred Lerner College of Business & Economics and the Center for Audit Quality. The half-day program will examine such questions as whether auditors should be asked to provide assurance/opine to the audit committee and board on more than financials; how far will the auditor’s responsibility go and at what point do auditors need new skills to provide this assurance; and to what extent will the audit committee and board be able to rely on assurances beyond the traditional area of auditors' expertise? It will be held on the University of Delaware campus. A dynamic lineup of leaders is confirmed. For details contact Erin Dwyer, director of stakeholder engagement at the Center for Audit Quality ( or Louisa Cresson, assistant to the John L. Weinberg Center (

May 12–13

OnBoard Bootcamp, a one-day intensive program on becoming a corporate director, will be held in Boston on May 12 and in New York on May 13. This program provides an insider’s guide to mastering the board selection process, and includes presentations from search executives, advice from current board member on every step of the process, networking, resume tips and interview preparation. Live board opportunities are shared with graduates of the program. Spearheading the program is Susan Stautberg, president of PartnerCom, who creates and manages advisory boards and conducts corporate director searches. For more information, contact Edward Stautberg at or visit  

May 12–13

An NACD Strategy & Risk Forum will be held in San Diego. Join NACD and an expert faculty of top directors, security, regulatory, risk management, and cyber authorities to dissect the most critical risk-related concerns affecting today’s boardrooms—and to determine whether you have the appropriate safeguards and metrics in place to help your company survive and thrive during such volatile times. Speakers include Thomas Ridge, for Secretary of the U.S. Department of Homeland Security, and Laban Jackson, audit committee chair of JPMorgan Chase & Co. For more information visit

May 13–15

The Private Company Governance Summit 2015 will be held May 13-15 at the Grand Hyatt Washington in Washington, D.C.  The only national conference focused exclusively on the governance of family-owned, closely-held and private equity-owned companies, PCGS 2015 is ideal for multiple board members and owner/shareholders to attend as a group.  Speakers and session leaders are experienced serving directors and private company owners, and conference programming is designed to private companies in all phases of the development of their governance.  To review the conference program, and register, visit the conference website here.

See all events.

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