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Directors & Boards
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What Directors Need to Know About Compensation...and When to Vary From Investor Pay Guidelines

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Board Evaluations:
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What to Do and How to Do It:
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Boardroom Leadership: Highly Effective Directors Building Long-Term Shareowner Value

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Featured Article

Directors to Watch 2014

Edited by Scott Chase



Activism, as many directors have discovered, comes in many different varieties. For some, aggressive shareholders disrupting annual meetings, pushing inconvenient votes, or requesting sensitive information are at the perigee of one-share-or-more owner empowerment. For others, activism in the digital age has taken a different form, with agitators sometimes having no stake whatsoever in the targeted company itself, but rather in an ideal or a cause that affects the boardroom and often the company’s reputation.

Boards that pay lip service to the concept of gender diversity but take no easily discernible action to achieve it have come under the microscope of groups that seek to drive inclusion. Such is the case with Monster Beverage Corporation, which earlier this year was criticized for recommending a vote against a board diversity proposal. The 2020 Challenge, “a national campaign to increase the percentage of women on U.S. company boards to 20% or greater by the year 2020,” authored by 2020 Women on Boards, led the charge on this effort, demanding that the company “comply with California Resolution 62 and add at least two women” to its board. While denouncing the energy drink bottler, 2020 Challenge at the same time showered kudos on the boards of PepsiCo, Inc. (36% women), Dr. Pepper Snapple Group, Inc. (33% women), and Coca-Cola Company (24% women).

Board and CEO search firm Heidrick & Struggles two months ago released the results of research on gender diversity that The Washington Post opined blended good news with bad. Here’s the good news: Bonnie Gwin, vice chairman and managing partner of the executive recruiter’s North American board practice and frequent contributor to Directors & Boards, said, “Corporations are bringing women onto their boards of directors in increasing numbers. That will result in greater diversity of thinking and, ultimately, better governance and wider-ranging strategic insights.”

And here’s the bad: Despite a greater appreciation for the benefits of diverse insight, research by Gwin’s team shows that current rates of movement on corporate board composition indicate that women will hold half of Fortune 500 board seats for the first time 28 years from now in 2042. But, Gwin, noted, there are a number of fairly recent developments that could accelerate this march.

Sure to be part of the process will be groups like Diversity in the Boardroom, WomenCorporateDirectors, Boardroom Bound, and dedicated executives and professionals like the ones profiled below in Directors & Boards’ ninth annual class of Directors to Watch.

Download a pdf of the entire Directors to Watch article.

Read More…

In the Current Issue:

3rd Quarter 2014 cover

Third Quarter 2014

 

Invited to Join a Bank Board?
There are compelling reasons to accept, but sobering risks come with the role.

Antidotes To a Board's Going Stale
Boards must constantly self-renew because great governance requires directors who are on top of their game.

Board Vetting in the Digital Age
The definition and mechanics of ‘background checking’ have changed over the years, but the guiding principles of full and forthcoming disclosure remain the same.

In This Month's e-Briefing:
(Sign up for a free subscription)

‘Frankly, It Makes Me Suspicious . . .’
A treasured note from the archives.


By Jim Kristie

The big initiative was wrapping up the Third Quarter edition of Directors & Boards and sending it off to the printer.

I made the decision a year ago to address bank board recruiting—specifically, the wisdom of agreeing to serve on a bank board, if asked—in this latest issue. I have to thank the Wall Street Journal for the article titled, “Brighter Days for Big Banks Arrive At Last.” It appeared shortly before I sent the issue to the printer. The article detailed an upswing in bank earnings following the long malaise of the financial crisis, and helped affirm my decision to devote a cover story to the topic of bank boards.

The way the publishing business works, editors have to come up with an agenda of topics that will be covered in their publications far in advance of when those issues will actually appear. In our case, in September I tee up for the marketing team—and for my own master plan, of course—a fairly robust list of subjects to be covered in the coming year. It is an intrepid attempt to project the “hot topics” in corporate governance six, nine or 12 months from now.

Also in September we got deep into planning the 2015 Private Company Governance Summit (PCGS). It promises to be another stellar gathering of expert speakers and top-flight leaders and board members of private companies. See here for an early look at how it is shaping up. Plan to join us in May 2015 for what is a signature event in corporate governance.

Finally, in celebrating my 33rd anniversary as editor of Directors & Boards last month, I was moved to do a bit of culling of the archives. I unearthed a letter from an author — circa early ’90s, before email—who shall remain nameless for reasons shortly to become clear. I must have told him how much I liked his submitted article and how little editing I would need to do on it. Here was his response:

“Yours is undoubtedly the nicest letter I have ever received from an editor. Frankly, it makes me suspicious! I am much more used to the Harvard Business Review style of acceptance: ‘We are in receipt of your irretrievably bad attempt at prose. It is completely worthless. However, we believe that with sufficient editorial revision we can improve it to where we could use it for filler.’ ”

No filler here. Strong substance awaits in the new issue of Directors & Boards arriving in our subscribers’ mailboxes andin the e-Briefing now in front of you.


As always, I welcome your comments
at jkristie@directorsandboards.com.

Click here for a permalink to Jim's article.


Click the link below to read more.

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PLUS:

• Practical Dos and Don'ts for Directors

• Being a CEO on 9/11

View Past E-Briefings

Events of Interest to Directors


October 12-14, 2014
The National Association of Corporate Directors (NACD) is holding its annual NACD Board Leadership Conference. The event, themed "Beyond Borders," will be held at the Gaylord National Resort & Convention Center, National Harbor, Md. Over 800 directors and governance experts will address the convergence of new models of thinking with tried and true best practices and creating a new framework for looking at strategy and risk. The program will encourage you to go beyond your limits in ways that will benefit your company and your personal development as a director. For further information visit http://www.nacdonline.org/conference.

October 16, 2014
Shearman & Sterling LLP will conduct its 9th Annual Corporate Governance Symposium in New York City. The symposium will examine current challenges facing public companies and their boards. This event will also provide the opportunity to meet and network with market leaders. This year's conference will include panel discussions on shareholder activism and board efficacy, including board diversity and compensation governance. The program will include a number of guest speakers, as well as Shearman & Sterling lawyers. The featured speaker will be Andrea Jung, the former CEO of Avon Products and now serving as president and CEO at Grameen America Inc. as well as a member of the boards of General Electric Co., Apple, Inc., and Daimler AG. Joining the panelists will be Professor Lynn Stout of Cornell University Law School, an expert in the fields of corporate governance, securities regulation, law and economics, and financial derivatives. For more information visit http://corpgov.shearman.com/annual-symposium.

See all events.


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