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May/June 2017— Vol. XXXVIII No. 224

THE DEATH OF THE INNER CIRCLE by Johan Chu and Gerald F. Davis
The clubby, conflicted boardroom era had its problems, but could the new alternative be worse?

The clubby, insular, interlocked world of corporate boards has been a target of attacks for decades. Today, this “inner circle” network finally seems to be passing, with far fewer boardroom connections between companies. Yet the authors suggest we may pay a price for this newly open boardroom—less consensus, and more short-termism and self-dealing.

TIPS AND TRAPS IN CORPORATE LIABILITY COVERAGE
by Brian G. Friel and Murray D. Sacks
Ways your liability insurance policy may explode just when you need it most.

Board members, especially those at major public companies, know the importance of solid directors and officers insurance. However, did you know that many clauses in your policy are ill-defined, and easy to violate? Did you know many expenses you assume are not covered may actually be covered? Or that a small application oversight could invalidate the entire policy?

STEER CLEAR OF POLITICAL CROSSFIRES by Robert Zafft
America’s political battles are spilling into business and into the boardroom.

Political and social division has grown so intense in American society that every day we see another public personality or business blasted for landing on the wrong side of some hot-button issue. As a board member, what do you do when your company suddenly finds itself in a Twitter or other storm? How can you prepare, and how do you respond?

BOARDS OF DIRECTORS: AN UNDERUTILIZED RESOURCE by Karen Kane
Smart CEOs take full advantage of their board’s hidden talents.

Corporate boards began as a legal necessity and, despite the constant evolution in their role, too often are still treated as a fiduciary requirement rather than as a strategic advantage. However, leading corporations and their management teams are learning just how valuable the board and its members can become when their skills and talents are fully unleashed.

THE BOARD AND THIRD-PARTY RISK OVERSIGHT by Randy Stephens
Are your outside contractors and suppliers putting your company in danger?

Your board is all too aware of the liability and reputation risk that can result from legal, ethical or public image misdeeds by your company employees. Yet what about the outside contractors and suppliers you rely on? Use of these third parties has become a crucial element in corporate strategy today—which means that missteps by these third-party partners can bring disaster to your company.

CONVERSATIONS: A. SHEEHAN & A. MASTAGNI A new era for investor stewardship.

While major U.S. institutional investors and asset managers have many overlapping goals and interests, their approaches to dealing with the companies they own vary widely. What if the major funds could join together and agree on definitions of their responsibilities, both as corporate investors, and as fiduciaries for their own investors and partners?
These were the motivators driving formation of the new Investor Stewardship Group. It represents some $17 trillion in assets under management, with members including BlackRock, CalSTRS, TIAA Investments, State Street Global Advisors, Vanguard and others. The ISG members have launched the effort with a set of six stewardship principles for institutional investors and six principles for listed U.S. companies.
What are the goals of this new effort, and how should boards respond? We spoke with Anne Sheehan, director of corporate governance at ISG member CalSTRS. as well as Aeisha Mastagni, CalSTRS portfolio manager.

IN REVIEW Index to actions, regulations and surveys.

SPOKEN & WRITTEN Excerpts of articles and speeches.

DIRECTORS' REGISTER Recent board elections.

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