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July/August 2017— Vol. XXXVIII      No. 225

LONG-TERM VALUE BEGINS WITH THE BOARD by Ronald P. O’Hanley
The chief of State Street Global Advisors has some frank words for your board.

When a major asset manager like State Street Global Advisors speaks on the role of the board, directors listen. The message: Boards are expected to be the company’s advocate for creating long-term value, by asking tough questions, assuring that their own membership is diverse, skilled and regularly renewed, and by supporting a sustainable future.

THE GROWING PROBLEM OF BOARD OVERREACH by Robert Barker and Patrick Dailey
Regulation and liability fears are pushing boards to cross the line into management.

Regulators, courts and activist investors are increasingly eager to blame corporate boards for company failures and malfeasance. This pressure is pushing boards and directors to take a more hands-on, tactical role in company affairs. Sounds good—but this not only drives boards into a management role they are not designed for, it could actually increase their liability.

THE CHANGING ROLE OF AUDIT COMMITTEES by Wesley R. Bricker and Emily L. Fitts
As demands on audit committees have exploded, has your board kept up?

The audit committees of publicly-listed companies today face expanded duties and a rapidly changing regulatory and compliance climate. How can they cope? According to the chief accountant of the U.S. Securities and Exchange Commission, by focusing first on the unique fiduciary role they play.

THE BOARD ROLE IN A CHANGING TALENT LANDSCAPE
by Karl W. Alleman and Julie A. Kalt
While today’s business environment rewards disruption, boards and CEOs still promote the status quo.

The characteristics that made most leaders in corporate America successful—determination and the ability to excel in steady, hierarchical cultures—are no longer the only skills needed to lead in today’s complex and disruptive business world. Is your board assuring that the management succession strategy is prepared for a fast-moving future?

BOARD PAY—NOT JUST A PUBLIC COMPANY CONCERN by James F. Reda
Private corporations are a huge part of the U.S. economy. Why is their board pay such a black hole?

The pay levels and mechanisms for directors at public companies are well studied and benchmarked. Private and family-owned companies? Not so much. Indeed, board compensation norms for these non-public firms (which make up a huge segment of our economy) have long been very obscure. New research sheds light on the topic.

CONVERSATIONS: STEVE ODLAND Saving capitalism from itself.

Steve Odland built his reputation as the innovative leader of Office Depot and the Auto Zone. Odland is now the CEO of the Committee for Economic Development (CED). He has written a new book, Sustaining Capital (co-authored with Joseph J. Minarik), which examines how America’s free enterprise system lost its way—and how it can work its way back.

IN REVIEW  Index to actions, regulations and surveys.

SPOKEN & WRITTEN  Excerpts of articles and speeches.

DIRECTORS' REGISTER  Recent board elections.

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