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January/February 2018— Vol. XXXIV      No. 228

BOARD AND DIRECTOR EVALUATION GROWS UP by Beverly Behan
Evaluation has evolved and improved to meet new governance demands.

A quarter century of widespread board evaluation has seen the process become nearly universal, but also brought evolution and change. The rote, regulatory-driven evaluation norms of a few years ago are giving way to assessment that is more incisive and able to drive real boardroom change. Individual director evaluation, once a taboo, is gaining traction.

BOARD OVERSIGHT OF JOINT VENTURES by James Bamford
Trillions in joint venture investments draw too little board attention.

Corporations now invest more than $5 trillion yearly in joint ventures—but how well do boards monitor these investments? Directors should ask about the performance of company joint ventures, the portfolio of investments they represent, the partners involved, the company’s risk exposures, and unexploited joint venture opportunities.

GENERAL COUNSEL, THE BOARD, AND CORPORATE CULTURE
by Veta T. Richardson and Mary Blatch
General counsel is a crucial board go-between in setting “tone at the top.”

Failures of corporate culture have been too much in the news of late, from regulatory cheating, to company fraud, to sexual harassment. Boards of directors face ultimate responsibility for setting “tone at the top,” but may lack the tools, organizational depth, and knowledge to be effective. The company’s general counsel should have all these assets, however. A wise board makes general counsel an intimate part of its culture oversight.

THE CORPORATE SECRETARY’S GOVERNANCE ROLE by Paul Marcela
Your biggest factor in shaping effective governance is the person taking the minutes.

Who has the greatest impact on how effective, organized (and legal) the work of your board is? The chair? The CEO? Often, it is a member of the corporate hierarchy who does the most work, but receives the least appreciation—the corporate secretary. The corporate secretary is vital to good corporate governance and board operations. Nurture this governance relationship to make your board more effective.

BOARD ENGAGEMENT THROUGHOUT THE COMPANY by Dr. Dale J. Albrecht
The board often seems isolated from the rest of the organization. Here are tools for outreach.

Regulatory and legal demands increasingly push boards into a compliance role in the company. Yet this leaves much of the strategic and performance improvement value they can offer untapped. How can boards have a positive engagement and results-driving impact throughout the company structure—while not pushing into the role of management?

CONVERSATIONS: PAT McGURN ISS gears up for proxy season 2018.

Institutional Shareholder Services has been the global leader on proxy research and voting recommendations for 30 years. For 2018, ISS has made some major tweaks to its benchmark voting policies, with particular focus on pay policies and the role of the board.
    We spoke with Pat McGurn, special counsel and head of strategic research and analysis at ISS, for an exclusive 2018 proxy season preview.

IN REVIEW  Index to actions, regulations and surveys.

SPOKEN & WRITTEN  Excerpts of articles and speeches.

DIRECTORS' REGISTER  Recent board elections.

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