The Corporate Board

Subscribe to The Corporate Board
Current Issue
Article Archive
About Us
Request a sample issue

Article Archive
January/February 2013 to present

Back articles may be purchased for $25 each. (no charge to current subscribers)
Call 1-800-757-0667 with your requests or submit the order form below and we'll process your order promptly.

10 Top Boardroom Concerns of 2014 Mar/Apr 2014
Your proxy season governance checklist.
How Do We Pay Board Leaders? Sep/Oct 2013
Different titles for leaders bring sharply differing pay models.
Anatomy Of A Proxy Fight Jul/Aug 2014
There are lessons to learn from proxy battles won (and lost).
How Proxy Advisors View Your Board Nov/Dec 2017
These advisors are very influential with your shareholders. What do they think of you?
Are You Rewarding Short-Termism? Nov/Dec 2014
Pay-for-performance changes may be fueling our short-term obsessions.
Ignore Conflicts Of Interest At Your Peril Nov/Dec 2015
The “appearance” of a personal conflict can be as dangerous as a real one.
As Global Business Transforms, Boards Must Keep Pace Nov/Dec 2016
How do you add needed new board talent while retaining your best veterans?
Improving Board Gender Diversity: What Works Nov/Dec 2015
What lessons can we learn from boards that lead on female directorship?
Being A Woman On The Board Nov/Dec 2017
First-person stories from a boardroom pioneer.
Improving Governance Through Performance Incentives Jan/Feb 2017
The issue of corporate “short termism” is closely entwined with compensation.
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?
Innovations In CD&A Design May/Jun 2015
This pay disclosure has become a proxy season “must read” for investors.
Best Practices For CEO Succession Jan/Feb 2013
First-person stories on how boards make succession succeed.
Integrated Reporting: A New Governance Tool May/Jun 2014
Its emphasis on long-term sustainability gives boards valuable insights.
Best Practices For Onboarding New Directors Nov/Dec 2017
Some director orientation begins long before a new member is chosen.
Interim CEOs: Myths And Realities Nov/Dec 2014
Neither saviors, nor signs of failure.
Board Agenda For The New Trump Economy Mar/Apr 2017
Expect major shake-ups in tax policy, production plans and corporate strategies.
Internal vs. External Candidates For CEO Succession Nov/Dec 2013
Your succession plan is no longer just “routine business.”
Board And Director Evaluation Grows Up Jan/Feb 2018
Evaluation has evolved and improved to meet new governance demands.
Investors: Getting To Know You And Your Governance Mar/Apr 2015
The Vanguard Group CEO wonders why boards are so shy with investors.
Board And M&A Value Creation Jul/Aug 2015
Boards do poorly at judging acquisitions, and worse at integrating them.
Is Activism Moving In-House? Nov/Dec 2015
Are boards learning to deal with activists by “going activist” themselves?
Board And Third-Party Risk Oversight May/Jun 2017
Are your outside contractors and suppliers putting your company in danger?
Is It Time For A Board Cyber-Security Committee? Jan/Feb 2015
Can your board structure deal with today’s cyber threats?
Board Assessment: A Foundation For Better Governance Mar/Apr 2015
Structuring your board evaluation program for success.
Is Your Board A Data Security Threat? Jul/Aug 2016
The digital tools your directors use bring frightening vulnerabilities.
Board Challenges Of Global Governance Jul/Aug 2013
Boards must be prepared to act as worldwide fiduciaries.
Is Your Board Prepared For A Crisis? Sep/Oct 2017
Does your management team have a solid crisis management plan ready (and how do you know)?
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?
Is Your Board Ready For Peer Evaluations? Jan/Feb 2016
Gaining the benefits of performance evaluation without pointing fingers.
Board Decisions On Share Buybacks And Dividends Jul/Aug 2016
With corporate cash at record levels, investors are growing restless.
Is Your D&O Coverage Ready For Individual Liability? Jan/Feb 2017
The DOJ’s Yates Memo increases your directors’ lawsuit risk.
Board Engagement Throughout The Company Jan/Feb 2018
The board often seems isolated from the rest of the organization. Here are tools for outreach.
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 Evaluation: Notes From Europe Sep/Oct 2013
What has Europe learned from making evaluation a boardroom must?
Leapfrog Leaders: A New Generation Of CEOs? Jul/Aug 2015
Why boards increasingly reach deeper into the company for succession talent.
Board Evaluation—The Lessons Learned May/Jun 2013
With board evaluation required, Great Britain makes it a governance asset.
Lessons Learned In Board Assessment Sep/Oct 2016
“This board exercise, properly executed, produces outstanding results.”
Board Oversight Of Joint Ventures Jan/Feb 2018
Trillions in joint venture investments draw too little board attention.
Long-Term Value Begins With The Board Jul/Aug 2017
The chief of State Street Global Advisors has some frank words for your board.
Board Oversight Of Major Capital Projects May/Jun 2013
“Bet the company” projects demand specialized board oversight.
Looking At Corporate Governance From The Investor’s Perspective Jul/Aug 2014
Does your governance send the right messages to your investors?
Board Oversight: A Strategy-Based Perspective Sep/Oct 2014
Your company has several different “strategies.” Which is the most crucial?
M&A Fraud And Compliance Due Diligence Nov/Dec 2014
Today’s faster pace of dealmaking drives greater liability risks.
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?
Measuring Your Corporate Culture Jul/Aug 2016
These unwritten rules can save your company—or destroy it.
Board Pay—Not Just A Public Company Concern Jul/Aug 2017
Private corporations are a huge part of the U.S. economy. Why is their board pay such a black hole?
Mentoring Your New Board Members May/Jun 2014
A formal “advisor” can help nurture new directors better and faster.
Board Role In A Changing Talent Landscape Jul/Aug 2017
While today’s business environment rewards disruption, boards and CEOs still promote the status quo.
Moving The Needle On Board Diversity Sep/Oct 2015
Efforts to diversify boards have so far shown little progress.
Board Role In Corporate Dealmaking Mar/Apr 2013
On M&A, most board input is too little, too late.
My First 100 Days As Chairman Nov/Dec 2016
Welcome onboard—the company is facing a crisis. How do you lead?
Board Role In Ethics And Compliance Sep/Oct 2015
Why setting “tone at the top” is no longer important.
Myths And Realities Of Activist Investors Nov/Dec 2016
If activists are just troublemakers, why is their advice so often good?
Board-Centric Annual Meeting May/Jun 2016
What if boards used annual meetings to sell their vision to shareholders?
Navigating The SEC’s Proposed Clawback Mandate Jan/Feb 2016
The SEC’s proposal puts teeth into pay clawbacks.
Board-Shareholder Communication: Building A Framework Nov/Dec 2014
Sometimes, launching into board/investor discussion is the wrong approach.
New Board Role In Compliance Oversight May/Jun 2016
Is your compliance program effective? If not, how will your board ever know?
Boardroom View On Cyber Security Sep/Oct 2014
If you are sure of your online defenses, you may be deluding yourself.
New Nominating And Governance Committee Jul/Aug 2015
Activist board campaigns put new pressure on the traditional nominating committee.
Boards And Cyber Security: Are You Insured? Sep/Oct 2017
Ask these questions about covering cyber losses.
Non-GAAP Financials: Show Facts, Not Fictions Mar/Apr 2017
With financial disclosures, just because you can do something does not mean you should.
Boards And Cyber Security: Is Your C-Suite Ready? Sep/Oct 2017
Ask these questions to assure that your management team is prepared for cyber threats.
Non-Profit Boards: Five Keys To Success May/Jun 2016
Strategy, performance and customers all have different meanings for the non-profit.
Boards And Retiring CEOs As Partners In Transition Mar/Apr 2013
Easing your CEO’s way out helps the new CEO succeed.
Optimizing Board Evaluations Nov/Dec 2016
Best practices for conducting evaluations and turning results into action.
Boards Of Directors: An Underutilized Resource May/Jun 2017
Smart CEOs take full advantage of their board’s hidden talents.
Passing The Board Chair Baton Nov/Dec 2017
Succession planning for board leaders remains weak and inconsistent.
Bringing #MeToo Into The Boardroom May/Jun 2018
The past year has seen sexual harassment explode as a business issue. How do boards respond?
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.
Professional Director Phenomenon May/Jun 2018
Long frowned upon, the full-time “professional” director is making a comeback.
Can You Still Exclude That Proxy Proposal? May/Jun 2015
Are there safe ways to exclude shareholders’ proxy proposals?
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 Your Board Deliver Technology Governance? Mar/Apr 2014
Today, every company is a technology company. Is your board prepared?
Public Or Private: Making The Choice Nov/Dec 2013
Saying goodbye to the public markets grows more popular.
Cause Marketing Done Right Mar/Apr 2013
Ask questions before your corporation teams with a charity.
Question Of CEO Succession Sep/Oct 2014
Is your next CEO really prepared to lead a global company?
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.
Reputation Management And The Board May/Jun 2018
If company reputation is a vital asset, why do boards spend little time on it?
Challenge Of The Disruptive Director Mar/Apr 2016
Is your biggest roadblock to good governance sitting at your board table?
Reputation Risk As A Board Concern Jan/Feb 2015
Company reputation takes a lifetime to build, and a minute to destroy.
Changing Role Of Audit Committees Jul/Aug 2017
As demands on audit committees have exploded, has your board kept up?
Rethinking The “Digital Director” Nov/Dec 2016
Assuming there is a single “digital director” profile is problem number one.
Changing Role Of Technology In Governance Jul/Aug 2014
Portals, tablets and e-mail are in your boardroom. Do you use them wisely?
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?”
Changing World Of Director Pay Jul/Aug 2015
Fewer meeting fees, more retainers, and tougher stock ownership guidelines.
Risk Management In The New M&A Climate Jan/Feb 2014
As the M&A market finally thaws, new risks arise.
Conflicts In The Boardroom Jan/Feb 2015
Does your board know how to talk out its disputes?
Risks And Opportunities Of Hedge Fund Activism May/Jun 2015
Could the new wave of activists be sending a message worth hearing?
Continuous Improvement In The Boardroom Mar/Apr 2016
How one board makes itself better at every board meeting.
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 “Concinnity” And Board Information Sep/Oct 2015
How much information does your board need (versus how much it wants)?
Scenario Planning, Not Succession Planning May/Jun 2014
Before considering future leaders, consider the company you expect them to lead.
Corporate Governance And Bank Regulation Nov/Dec 2014
Did the Dodd-Frank reforms undercut directors—or support them?
Scrutiny And Standardization Of Director Pay May/Jun 2016
New disclosures give investors a stronger say in how you shape board pay plans.
Corporate Responsibility And The New “Materiality” Nov/Dec 2013
Social and governance disclosure must now join your filings.
SEC Blesses Social Media Jul/Aug 2013
Social networking and investor relations are a valuable—yet dangerous—mix.
Corporate Secretary’s Governance Role Jan/Feb 2018
Your biggest factor in shaping effective governance is the person taking the minutes.
SEC’s Pay Ratio Disclosure Rule And Its Implications Nov/Dec 2015
This new disclosure still brings many unanswered questions.
Curbing Short-Termism In Corporate America Jul/Aug 2014
We get what we pay for—short-term results.
Shareholder Engagement: Shaping Your Strategy Mar/Apr 2016
One-off, reactive board outreach to investors is no longer enough.
Dangers Of Cross-Border Investigations Mar/Apr 2014
When misconduct leads you to look overseas, the rules can change radically.
Short-Term/Long-Term Governance Debate Jan/Feb 2016
Are “short-term” strategies actually best for long-term investors?
Death Of The Corporate Inner Circle May/Jun 2017
The clubby, conflicted boardroom era had its problems, but could the new alternative be worse?
Spin-Offs: Decisions For The Board Jan/Feb 2015
Spin-off deals can unlock company value—if you know the dangers.
Digital Governance: The Price Of Convenience Nov/Dec 2017
E-mail and board portals make modern governance practical—but also vulnerable.
Steer Clear Of Political Crossfires May/Jun 2017
America’s political battles are spilling into business and into the boardroom.
Director Dialogue With Shareholders May/Jun 2014
Are you ready to crack open the boardroom door?
Successful Board Investigations May/Jun 2013
The stakes are high. Results can be subject to “second-guessing.” Is your board ready?
Director Liability In Mergers And Acquisitions Sep/Oct 2013
A resurgent M&A market is forcing new lessons.
Sustainability: What Should Boards Do? Jul/Aug 2013
Is your board ready for the next governance mega-trend?
Director Tenure: The Next Boardroom Battle Mar/Apr 2015
Do long-term directors make boards too stale, male and conflicted?
Three Stages To An Emotionally Connected Board Sep/Oct 2016
Why are we so afraid to discuss emotion in the boardroom?
Directors Who Think Like Owners Jan/Feb 2014
After 20 years of structural change, boards need a change in mind set.
Time For A Board Cyber/Tech Committee? Jul/Aug 2015
Today, every company is now a “tech” company.
Do CEOs Need A “Chief of Staff”? May/Jun 2018
Political leaders depend on a chief of staff to be effective. Now, smart CEOs are too.
Time For A Risk Check-Up Mar/Apr 2014
A boardroom “spring cleaning” can make you more risk prepared.
Do You Need A Chief Governance Officer? Sep/Oct 2016
Citigroup’s former CGO assesses this new corporate role.
Tips And Traps In Corporate Liability Coverage May/Jun 2017
Ways your liability insurance policy may explode just when you need it most.
DOJ’s New Focus On Individual Liability Mar/Apr 2016
Justice department “corporate prosecutions” increasingly target individuals.
Transformation Of Bank Boards Jan/Feb 2016
Banks must learn to make post-crisis reforms “business as usual.”
End Of Golden Parachutes? May/Jun 2013
Golden parachutes may be dying, but shareholders are still demanding they evolve.
True Role Of The Board Of Directors Mar/Apr 2017
A noted fund manager’s thoughts on what an “activist” director really does.
Ensuring Audit Quality: A Board Duty Jul/Aug 2016
Boards face new liabilities for audit failures they “should have” known about.
Unfinished Business Of Corporate Governance Mar/Apr 2013
Have governance reforms brought a new golden age? Not quite yet.
Evaluating Your Board As A Team Jul/Aug 2013
The boardroom “whole” should be greater than the sum of its “parts.”
Visionary Board: Building A Culture Of Leadership Sep/Oct 2017
Boards are crucial in nurturing company talent and culture.
Evergreen Board Succession Planning Sep/Oct 2016
A director retirement should see the culmination of your talent search, not its start.
Wanted: A Leader Of The Board Mar/Apr 2014
Qualifications: strong, skilled, sensitive, able to navigate the new governance world.
Evolution Of Corporate Governance Nov/Dec 2015
Economic, regulatory and technical shake-ups only now are changing boardrooms.
What “Benefit Corporations” Mean For Corporate Governance Nov/Dec 2013
With benefit corporations, stakeholders also have a voice in the boardroom.
False Claims Act And Whistleblower Suits Mar/Apr 2015
Can your board head off these newly-dangerous claims?
What CISOs Wish They Could Tell Their Boards May/Jun 2018
Information security staff and the board must learn to speak the same language.
Fighting Lawsuits In A Controller Buyout Sep/Oct 2014
Head off these legal dangers when a majority owner bids.
What Is On The Minds Of Public Company Boards? Jan/Feb 2014
The latest issues keeping directors awake at night.
Fixing America’s Broken Proxy Advisory System Sep/Oct 2013
How did proxy advisors become so powerful?
What Management Should Know About Boards Jan/Feb 2017
The ground rules of the board/management relationship are shifting. Are you prepared?
Flipping The Internal Audit Process Jan/Feb 2016
Making auditors into the corporate resource they should be.
What Really Drives “Majority Withhold” Votes? Jan/Feb 2013
There are few simple reasons investors “just vote no.”
Gender, Geography And The Boardroom Sep/Oct 2017
American demographics show that women must work harder to get to board meetings.
When Boards Seek Outside Counsel Jul/Aug 2014
Outside judgment improves the credibility of a board investigation.
General Counsel, The Board, And Corporate Culture Jan/Feb 2018
General counsel is a crucial board go-between in setting “tone at the top.”
Who Is Telling Your Company Story? Jul/Aug 2016
Corporate secretaries are proving a powerful investor relations tool.
Giving Good Guidance On Earnings Jan/Feb 2013
Saying nothing can be as dangerous as saying something wrong.
Why Boards Fail At CEO Succession May/Jun 2015
Boards face hidden disincentives that push them to avoid dealing with succession.
Global Boardroom Talent: The New “Must Have” Jan/Feb 2015
Time for less talk and more action on making your board international.
Why Governance Evaluations Fail Sep/Oct 2015
Conflicted, perfunctory and vague board evaluation needs a fresh approach.
Growing Problem Of Board Overreach Jul/Aug 2017
Regulation and liability fears are pushing boards to cross the line into management.
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?
Have Independent Directors Lost Their Independence? May/Jun 2016
Are long board tenures turning outside directors into insiders?
Winning Your Say-On-Pay Vote Sep/Oct 2013
Midcaps can learn proxy lessons from the large caps.
How Do We Define Executive Pay? Jan/Feb 2013
Let company needs rather than activist pressures guide your decision.
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.

First Name
Last Name
Job Title
Street Address
Address (cont)

Bill me

 Charge to my credit card


Card number
Expiration date
Name on card


Back articles may be purchased for $25 each. (no charge to current subscribers)
Call 1-800-757-0667with your requests
or submit the order form above and we'll process your order promptly.


Home | Subscribe | About Us | Current Issue | Article Archive | Privacy Policy | Contact Us

The Corporate Board
  4440 Hagadorn Rd, Okemos, MI  48864-2414
toll free: 1-800-757-0667   phone: (517) 336-1700  fax: (517) 336-1705

© 2004–, Vanguard Publications, Inc.