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January/February 2019 — Vol. XL      No. 234

MY PROBLEM WITH STAKEHOLDERS by Hester M. Peirce
SEC Commissioner Peirce finds board duties to "stakeholders" too vague.

Calls for corporate boards to accommodate the interests of company stakeholders along with those of investors have grown as part of the overall environmental, social and governance (ESG) trend.  While board duties to shareholders are well defined and objective, duties to stakeholders remain vague and subjective, and political, according to SEC Commissioner Peirce.

SHAPING YOUR BOARD FOR CYBERSECURITY by Jay W. Lorsch, John Howard and Antony Kim
Evolving best practices for cyber-oversight by board committees.

Directors have heard plenty about company cybersecurity dangers and duties of late, but precious little on how to manage digital defense at the board level.  Three noted names in governance legal duties lay out a blueprint for assessing your company's cyber exposures, and crafting a board committee structure that ensures solid oversight.

NEW CONSIDERATIONS FOR IPO GOVERNANCE by Richard B. Alsop
IPO companies launch with strong governance defenses - but investors do not seem to mind.

IPO companies face many hurdles on their road to going public.  Among these are rules by ISS and other proxy advisors that penalize new companies if they build in antitakeover protections, such as supermajority voting or multi-class share structures.

TIME FOR BOARDS TO STEP UP ON ETHICS AND COMPLIANCE by David I. Greenberg
Why do so many boards ignore their ethics and compliance staff?

Sexual harassment, financial scandals, toxic work environments, fraud - all can devastate a company, and directors rightfully worry about them.  Are boards paying enough attention to their compliance and ethics staff?  Are they building open communications, and assuring they have the status and resources to do their jobs?

REASONS TO BRING BACK THE STAGGERED BOARD by Neil Whoriskey
Did the rush to destagger corporate boards actually cost shareholders money?

One of the past decade's biggest proxy activism successes has been the drive against staggered corporate board terms.  Opponents claimed staggered boards entrenched directors and made them unresponsive to investor demands.  Most boards complied, moving to annual elections.  Now, new research suggests that not only were the benefits oversold, the downside has proven far more costly.

IN REVIEW  Index to actions, regulations and surveys.

SPOKEN & WRITTEN  Excerpts of articles and speeches.

DIRECTORS' REGISTER  Recent board elections.

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