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January/February 2011 to present

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10 Top Boardroom Concerns of 2014 Mar/Apr 2014
Your proxy season governance checklist.
Integrated Reporting: A New Governance Tool May/Jun 2014
Its emphasis on long-term sustainability gives boards valuable insights.
Add Board Service To Your CEO Development Jan/Feb 2012
Do your CEO successors really know how the boardroom works?
Interim CEOs: Myths And Realities Nov/Dec 2014
Neither saviors, nor signs of failure.
Anatomy Of A Proxy Fight Jul/Aug 2014
There are lessons to learn from proxy battles won (and lost).
Internal vs. External Candidates For CEO Succession Nov/Dec 2013
Your succession plan is no longer just “routine business.”
Are You Rewarding Short-Termism? Nov/Dec 2014
Pay-for-performance changes may be fueling our short-term obsessions.
Investors: Getting To Know You And Your Governance Mar/Apr 2015
The Vanguard Group CEO wonders why boards are so shy with investors.
As Global Business Transforms, Boards Must Keep Pace Nov/Dec 2016
How do you add needed new board talent while retaining your best veterans?
Is Activism Moving In-House? Nov/Dec 2015
Are boards learning to deal with activists by “going activist” themselves?
Best Practice Risk Committees May/Jun 2012
Targeted “risk committees” are spreading across the corporate spectrum.
Is It Time For A Board Cyber-Security Committee? Jan/Feb 2015
Can your board structure deal with today’s cyber threats?
Best Practices For Board Cyber Security Oversight Sep/Oct 2016
Yes, you know company data is at risk—now, how can your board take control?
Is Your Audit Committee Ready? Mar/Apr 2012
With the economy, regulation and risk profiles in turmoil, has your audit committee kept up?
Best Practices For CEO Succession Jan/Feb 2013
First-person stories on how boards make succession succeed.
Is Your Board A Data Security Threat? Jul/Aug 2016
The digital tools your directors use bring frightening vulnerabilities.
Best Practices For Successful Advisory Boards Sep/Oct 2012
New forms and new uses for this vital strategic tool.
Is Your Board Ready For Peer Evaluations? Jan/Feb 2016
Gaining the benefits of performance evaluation without pointing fingers.
Board Agenda For The New Trump Economy Mar/Apr 2017
Expect major shake-ups in tax policy, production plans and corporate strategies.
Is Your D&O Coverage Ready For Individual Liability? Jan/Feb 2017
The DOJ’s Yates Memo increases your directors’ lawsuit risk.
Board And M&A Value Creation Jul/Aug 2015
Boards do poorly at judging acquisitions, and worse at integrating them.
Is Your D&O Insurer Really On Your Side? May/Jun 2015
When a lawsuit strikes, your insurer may try to cut their losses—meaning you.
Board Assessment: A Foundation For Better Governance Mar/Apr 2015
Structuring your board evaluation program for success.
Leapfrog Leaders: A New Generation Of CEOs? Jul/Aug 2015
Why boards increasingly reach deeper into the company for succession talent.
Board Challenges Of Global Governance Jul/Aug 2013
Boards must be prepared to act as worldwide fiduciaries.
Lessons Learned In Board Assessment Sep/Oct 2016
“This board exercise, properly executed, produces outstanding results.”
Board Conflicts Of Interest In An Age Of Behavioral Ethics Sep/Oct 2015
Do you know how the rules on director conflict issues have shifted?
Looking At Corporate Governance From The Investor’s Perspective Jul/Aug 2014
Does your governance send the right messages to your investors?
Board Decisions On Share Buybacks And Dividends Jul/Aug 2016
With corporate cash at record levels, investors are growing restless.
M&A Fraud And Compliance Due Diligence Nov/Dec 2014
Today’s faster pace of dealmaking drives greater liability risks.
Board Evaluation: Notes From Europe Sep/Oct 2013
What has Europe learned from making evaluation a boardroom must?
Measuring Your Corporate Culture Jul/Aug 2016
These unwritten rules can save your company—or destroy it.
Board Evaluation—The Lessons Learned May/Jun 2013
With board evaluation required, Great Britain makes it a governance asset.
Mentoring Your New Board Members May/Jun 2014
A formal “advisor” can help nurture new directors better and faster.
Board Oversight Of Major Capital Projects May/Jun 2013
“Bet the company” projects demand specialized board oversight.
Moving The Needle On Board Diversity Sep/Oct 2015
Efforts to diversify boards have so far shown little progress.
Board Oversight: A Strategy-Based Perspective Sep/Oct 2014
Your company has several different “strategies.” Which is the most crucial?
My First 100 Days As Chairman Nov/Dec 2016
Welcome onboard—the company is facing a crisis. How do you lead?
Board Pay: Past, Present And Future Mar/Apr 2017
After years of radical change in the board’s role, have board pay plans kept up?
Myths And Realities Of Activist Investors Nov/Dec 2016
If activists are just troublemakers, why is their advice so often good?
Board Recruitment: One Size Does Not Fit All Mar/Apr 2012
Vague “character” attributes are now legal requirements for today’s directors.
Navigating The SEC’s Proposed Clawback Mandate Jan/Feb 2016
The SEC’s proposal puts teeth into pay clawbacks.
Board Responsibility Under The FCPA Jul/Aug 2012
If your company pays a bribe on the other side of the world, will your board know?
New Board Role In Compliance Oversight May/Jun 2016
Is your compliance program effective? If not, how will your board ever know?
Board Role In Corporate Dealmaking Mar/Apr 2013
On M&A, most board input is too little, too late.
New Nominating And Governance Committee Jul/Aug 2015
Activist board campaigns put new pressure on the traditional nominating committee.
Board Role In Ethics And Compliance Sep/Oct 2015
Why setting “tone at the top” is no longer important.
Non-GAAP Financials: Show Facts, Not Fictions Mar/Apr 2017
With financial disclosures, just because you can do something does not mean you should.
Board-Centric Annual Meeting May/Jun 2016
What if boards used annual meetings to sell their vision to shareholders?
Non-Profit Boards: Five Keys To Success May/Jun 2016
Strategy, performance and customers all have different meanings for the non-profit.
Board-Shareholder Communication: Building A Framework Nov/Dec 2014
Sometimes, launching into board/investor discussion is the wrong approach.
Optimizing Board Evaluations Nov/Dec 2016
Best practices for conducting evaluations and turning results into action.
Boardroom View On Cyber Security Sep/Oct 2014
If you are sure of your online defenses, you may be deluding yourself.
Preparing For Corporate Cyberattacks Sep/Oct 2012
As you read this, cyber thieves are knocking at your door.
Boards And Retiring CEOs As Partners In Transition Mar/Apr 2013
Easing your CEO’s way out helps the new CEO succeed.
Previewing Proxy Season 2015 Mar/Apr 2015
Big investors will be more active, sophisticated and hungry for results.
Building Your CEO Search Committee May/Jun 2013
A solid internal board structure brings good outside search results.
Private Equity Lessons For Improving A Board’s Effectiveness Jan/Feb 2013
Private equity firms give their ventures a strong governance start.
Bylaw Wars: Boards Awaken Mar/Apr 2016
Surging investor activism demands a fresh look at your company bylaws.
Proxy Access At The Tipping Point Mar/Apr 2017
More than half of major U.S. corporations now allow proxy access—what will this mean?
Can You Still Exclude That Proxy Proposal? May/Jun 2015
Are there safe ways to exclude shareholders’ proxy proposals?
Public Or Private: Making The Choice Nov/Dec 2013
Saying goodbye to the public markets grows more popular.
Can Your Board Deliver Technology Governance? Mar/Apr 2014
Today, every company is a technology company. Is your board prepared?
Question Of CEO Succession Sep/Oct 2014
Is your next CEO really prepared to lead a global company?
Cause Marketing Done Right Mar/Apr 2013
Ask questions before your corporation teams with a charity.
Real World Of CEO And Board Relations May/Jun 2012
Most CEOs and their boards work well together—except for succession planning.
CEO Pay Ratio: Much Ado About Nothing? Jan/Feb 2014
Will CEO and worker pay disclosures really make a difference?
Rebounding From A Say On Pay Loss Jul/Aug 2013
A no-confidence vote on your compensation plan need not be a disaster.
CEO Selection: The Costs Of Getting It Wrong Jan/Feb 2017
Too many boards fail this crucial responsibility.
Reconceptualizing Corporate Boards Jan/Feb 2014
Could individual, part-time amateur directors be our real governance problem?
Chairman’s Real Job Nov/Dec 2013
How a chair saved one CEO’s job.
Refreshing Your Board Of Directors Nov/Dec 2012
What if you shook up board membership and processes before a crisis strikes?
Challenge Of The Disruptive Director Mar/Apr 2016
Is your biggest roadblock to good governance sitting at your board table?
Reporting Risk To The Board Jul/Aug 2012
Too often, risk management systems shuffle paper in a digital world.
Changing Role Of Technology In Governance Jul/Aug 2014
Portals, tablets and e-mail are in your boardroom. Do you use them wisely?
Reputation Risk As A Board Concern Jan/Feb 2015
Company reputation takes a lifetime to build, and a minute to destroy.
Changing World Of Director Pay Jul/Aug 2015
Fewer meeting fees, more retainers, and tougher stock ownership guidelines.
Rethinking The “Digital Director” Nov/Dec 2016
Assuming there is a single “digital director” profile is problem number one.
Conflicts In The Boardroom Jan/Feb 2015
Does your board know how to talk out its disputes?
Risk Appetite: Is It A Topic In Your Boardroom? May/Jun 2014
The question is not “what risks do we face,” but “what risks should we accept?”
Consider Your Supply Chain Risk May/Jun 2012
Hurricanes, earthquakes, scandals—what happens when these strike your suppliers?
Risk Management In The New M&A Climate Jan/Feb 2014
As the M&A market finally thaws, new risks arise.
Continuous Improvement In The Boardroom Mar/Apr 2016
How one board makes itself better at every board meeting.
Risks And Opportunities Of Hedge Fund Activism May/Jun 2015
Could the new wave of activists be sending a message worth hearing?
Corporate “Concinnity” And Board Information Sep/Oct 2015
How much information does your board need (versus how much it wants)?
Say On Pay Best Practices For 2012 Mar/Apr 2012
Have you learned the lessons of 2011 for proxy season 2012?
Corporate Governance And Bank Regulation Nov/Dec 2014
Did the Dodd-Frank reforms undercut directors—or support them?
Say On Pay Voting: 10 Myths And Realities Mar/Apr 2013
For starters, a close “say on pay” approval is little better than a loss.
Corporate Political Spending: What Boards Should Know Sep/Oct 2012
Election year advice post-Citizens United.
Say-On-Pay Becomes Sue-On-Pay Jan/Feb 2012
Plaintiff attorneys are putting teeth into failed say-on-pay votes.
Corporate Responsibility And The New “Materiality” Nov/Dec 2013
Social and governance disclosure must now join your filings.
Scenario Planning, Not Succession Planning May/Jun 2014
Before considering future leaders, consider the company you expect them to lead.
Counterpoints To Separating The Roles Of CEO And Board Chair May/Jun 2012
Thirteen reasons why a CEO and chair split may not be such a great idea.
Scrutiny And Standardization Of Director Pay May/Jun 2016
New disclosures give investors a stronger say in how you shape board pay plans.
Curbing Short-Termism In Corporate America Jul/Aug 2014
We get what we pay for—short-term results.
SEC Blesses Social Media Jul/Aug 2013
Social networking and investor relations are a valuable—yet dangerous—mix.
Dangers Of Cross-Border Investigations Mar/Apr 2014
When misconduct leads you to look overseas, the rules can change radically.
SEC’s Pay Ratio Disclosure Rule And Its Implications Nov/Dec 2015
This new disclosure still brings many unanswered questions.
Data Security, E-Discovery And Corporate Boards Jul/Aug 2012
Some of your biggest “data dangers” are found in the boardroom.
Shape Of Things To Come In Governance Nov/Dec 2012
What happens when new SEC rules clash with market realities?
Designing Long-Term Incentives Mar/Apr 2012
Examining the biggest single chunk of your executives’ pay plan.
Shareholder Engagement: Shaping Your Strategy Mar/Apr 2016
One-off, reactive board outreach to investors is no longer enough.
Director Dialogue With Shareholders May/Jun 2014
Are you ready to crack open the boardroom door?
Short-Term/Long-Term Governance Debate Jan/Feb 2016
Are “short-term” strategies actually best for long-term investors?
Director Liability In Mergers And Acquisitions Sep/Oct 2013
A resurgent M&A market is forcing new lessons.
Short-termism vs. Visionary Directors Nov/Dec 2012
Boards lose their fear of talking with shareholders.
Director Tenure: The Next Boardroom Battle Mar/Apr 2015
Do long-term directors make boards too stale, male and conflicted?
Should We Audit Executive Pay? Nov/Dec 2012
Most of what we know about CEO pay levels is wrong.
Directors Who Think Like Owners Jan/Feb 2014
After 20 years of structural change, boards need a change in mind set.
Spin-Offs: Decisions For The Board Jan/Feb 2015
Spin-off deals can unlock company value—if you know the dangers.
Discovering The “Natural Laws” Of Governance Mar/Apr 2012
Small-brained insects survive change and danger. Why not corporate boards?
Splitting The CEO And Chairman Roles—Yes Or No? Nov/Dec 2012
Let company needs rather than activist pressures guide your decision.
Dividing The Seat Of Power Jul/Aug 2012
Why America’s combined CEO/chairman is both a relic and a survivor.
Successful Board Investigations May/Jun 2013
The stakes are high. Results can be subject to “second-guessing.” Is your board ready?
Do You Need A Chief Governance Officer? Sep/Oct 2016
Citigroup’s former CGO assesses this new corporate role.
Sustainability: What Should Boards Do? Jul/Aug 2013
Is your board ready for the next governance mega-trend?
Dodd-Frank Clawback And The Problem With Excess Pay Jan/Feb 2012
Boards have discretion to recoup illicit CEO pay—but almost never do.
Three Stages To An Emotionally Connected Board Sep/Oct 2016
Why are we so afraid to discuss emotion in the boardroom?
DOJ’s New Focus On Individual Liability Mar/Apr 2016
Justice department “corporate prosecutions” increasingly target individuals.
Time For A Board Cyber/Tech Committee? Jul/Aug 2015
Today, every company is now a “tech” company.
End Of Golden Parachutes? May/Jun 2013
Golden parachutes may be dying, but shareholders are still demanding they evolve.
Time For A Risk Check-Up Mar/Apr 2014
A boardroom “spring cleaning” can make you more risk prepared.
Ensuring Audit Quality: A Board Duty Jul/Aug 2016
Boards face new liabilities for audit failures they “should have” known about.
Toward A New Culture For Corporate Boards Sep/Oct 2012
Forget new rules—rethink board size, membership and culture.
Evaluating Your Board As A Team Jul/Aug 2013
The boardroom “whole” should be greater than the sum of its “parts.”
Transformation Of Bank Boards Jan/Feb 2016
Banks must learn to make post-crisis reforms “business as usual.”
Evergreen Board Succession Planning Sep/Oct 2016
A director retirement should see the culmination of your talent search, not its start.
True Role Of The Board Of Directors Mar/Apr 2017
A noted fund manager’s thoughts on what an “activist” director really does.
Evolution Of Corporate Governance Nov/Dec 2015
Economic, regulatory and technical shake-ups only now are changing boardrooms.
Unfinished Business Of Corporate Governance Mar/Apr 2013
Have governance reforms brought a new golden age? Not quite yet.
False Claims Act And Whistleblower Suits Mar/Apr 2015
Can your board head off these newly-dangerous claims?
Wanted: A Leader Of The Board Mar/Apr 2014
Qualifications: strong, skilled, sensitive, able to navigate the new governance world.
Fighting Lawsuits In A Controller Buyout Sep/Oct 2014
Head off these legal dangers when a majority owner bids.
What “Benefit Corporations” Mean For Corporate Governance Nov/Dec 2013
With benefit corporations, stakeholders also have a voice in the boardroom.
Fixing America’s Broken Proxy Advisory System Sep/Oct 2013
How did proxy advisors become so powerful?
What Boards Must Know About Social Media May/Jun 2012
Are you ready if someone launches a Twitter campaign against your company?
Flipping The Internal Audit Process Jan/Feb 2016
Making auditors into the corporate resource they should be.
What Do Investors Really Want? Jan/Feb 2012
Ignore the voice of shareholders at your peril.
Giving Good Guidance On Earnings Jan/Feb 2013
Saying nothing can be as dangerous as saying something wrong.
What Is On The Minds Of Public Company Boards? Jan/Feb 2014
The latest issues keeping directors awake at night.
Global Boardroom Talent: The New “Must Have” Jan/Feb 2015
Time for less talk and more action on making your board international.
What Management Should Know About Boards Jan/Feb 2017
The ground rules of the board/management relationship are shifting. Are you prepared?
Have Independent Directors Lost Their Independence? May/Jun 2016
Are long board tenures turning outside directors into insiders?
What Really Drives “Majority Withhold” Votes? Jan/Feb 2013
There are few simple reasons investors “just vote no.”
How Do We Define Executive Pay? Jan/Feb 2013
Let company needs rather than activist pressures guide your decision.
When Boards Seek Outside Counsel Jul/Aug 2014
Outside judgment improves the credibility of a board investigation.
How Do We Pay Board Leaders? Sep/Oct 2013
Different titles for leaders bring sharply differing pay models.
When The Board Faces Bankruptcy Sep/Oct 2012
Poor board decisions now will make a bad situation worse.
How Much Do You Really Pay Your Top Execs? Jul/Aug 2012
Are pay critics looking at the right numbers?
Who Is Telling Your Company Story? Jul/Aug 2016
Corporate secretaries are proving a powerful investor relations tool.
How Secure Are Your Board Communications? Jan/Feb 2012
Lost board books and laptops, plus lax data security, remain common.
Why Boards Fail At CEO Succession May/Jun 2015
Boards face hidden disincentives that push them to avoid dealing with succession.
Ignore Conflicts Of Interest At Your Peril Nov/Dec 2015
The “appearance” of a personal conflict can be as dangerous as a real one.
Why Governance Evaluations Fail Sep/Oct 2015
Conflicted, perfunctory and vague board evaluation needs a fresh approach.
Improving Board Gender Diversity: What Works Nov/Dec 2015
What lessons can we learn from boards that lead on female directorship?
Why Is It So Hard For Boards To Govern? Jan/Feb 2017
Do we demand that boards perform a job they were never designed to do?
Improving Governance Through Performance Incentives Jan/Feb 2017
The issue of corporate “short termism” is closely entwined with compensation.
Winning Your Say-On-Pay Vote Sep/Oct 2013
Midcaps can learn proxy lessons from the large caps.
Innovations In CD&A Design May/Jun 2015
This pay disclosure has become a proxy season “must read” for investors.
Your Board’s Role In Public Policy Battles Sep/Oct 2014
In politics, if you are not at the table, you may become the meal.

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