Corporate Governance
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Board chairs and nom/gov committee chairs often ask the question, “When and how should the CEO be involved in board recruiting?” The question is even more important when a new CEO is in the role and there is a need to define working relationships and practices. Over the past couple of decades, there have been…
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Keeping up with the ever-changing trends in global corporate governance is no easy task, as countries introduce new governance rules that trigger knock-on effects around the world. For the eighth consecutive year, my colleagues and I recently interviewed dozens of global institutional investors, shareholder activists, pension fund managers, regulators, proxy advisors and other corporate governance…
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Faced with a CEO succession, many corporate directors hope an internal change agent will emerge as a viable candidate for the role. What specifically are boards looking for in these internal candidates? Our experience with CEO succession over the last several years tells us that four priorities increasingly rise to the top: The ability to…
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Inclusive Culture and DE&I: Gold Medal Boards Take the Lead [The Harvard Law School Forum on Corporate Governance]
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2 min read
Around the globe, diversity, equity, and inclusion (DE&I) has grown to become a critically important boardroom topic given the increasing focus by legislatures, regulatory bodies, stock exchanges, investors, and the general public. Many of these stakeholders have enhanced their expectations around DE&I because of the growing body of research that shows improving DE&I results in…
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Genuine Commitment and Explicit Net Zero Targets [Harvard Law School Forum on Corporate Governance]
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1 min read
As pressure mounts from stakeholders, sustainability has never been a bigger focus for boards. Investors, lawmakers, regulators, employees, and customers are all focused on sustainability, and often wonder if the board is doing enough to set up the company for long-term success in an increasingly sustainability-minded environment. Around the world—from regulators in Europe to the…
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How Gold Medal Boards Prioritize Their Time [Harvard Law School Forum on Corporate Governance]
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2 min read
Consciously or unconsciously, every board independently decides where it is going to focus its attention and efforts. We asked directors to reflect on their board agenda over the past 12 months and identify the top three areas where their full board has spent the most time, and we then ranked those items based on how…
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The Critical Role of the Board Chair in Driving Board Performance [Harvard Law School Forum on Corporate Governance]
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2 min read
While all directors can contribute to the board’s success, the board chair has a unique set of responsibilities, both in the tone that they set, and their influence on how time and resources are deployed. The best board chairs are facilitators who get the best out of the collective expertise of the board—yet many chairs…
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The High Impact Behaviors of the Most Effective Directors [Harvard Law School Forum on Corporate Governance]
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1 min read
As Peter Drucker said, “culture eats strategy for lunch.” This is true in the best boardrooms as well. Three years ago, we identified a group we call Gold Medal Boards; those where directors rate their board’s effectiveness highly (9 or 10 on a 1–10-point scale) and where the company has outperformed relevant TSR benchmarks for…
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No corporate director dreams of sitting on an ineffective board—yet many will find themselves serving on a board that underperforms relative to their expectations. As part of our 2022 Global Director Behaviors and Board Culture study, over 1,100 directors shared insights about the people they serve with, how they focus their time and attention, and…
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Focusing on the Future: How Gold Medal Boards Prioritize Their Time [Russell Reynolds Associates]
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2 min read
Consciously or unconsciously, every board independently decides where it is going to focus its attention and efforts. We asked directors to reflect on their board agenda over the past 12 months and identify the top three areas where their full board has spent the most time, and we then ranked those items based on how…
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While all directors can contribute to the board’s success, the board chair has a unique set of responsibilities, both in the tone that they set, and their influence on how time and resources are deployed. The best board chairs are facilitators who get the best out of the collective expertise of the board – yet…
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Director Performance: The High Impact Behaviors of the Most Effective Directors [Russell Reynolds Associates]
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1 min read
As Peter Drucker said, “culture eats strategy for lunch.” This is true in the best boardrooms as well. Three years ago, we identified a group we call Gold Medal Boards; those where directors rate their board’s effectiveness highly (9 or 10 on a 1–10-point scale) and where the company has outperformed relevant TSR benchmarks for…
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Sustainability: Genuine Commitment and Explicit Net Zero Targets [Russell Reynolds Associates]
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1 min read
As pressure mounts from stakeholders, sustainability has never been a bigger focus for boards. Investors, lawmakers, regulators, employees, and customers are all focused on sustainability, and often wondering if the board is doing enough to set up the company for long-term success in an increasingly sustainability-minded environment. Around the world – from regulators in Europe…
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Inclusive Culture and DE&I: Gold Medal Boards Take the Lead [Russell Reynolds Associates]
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2 min read
Around the globe, diversity, equity, and inclusion (DE&I) has grown to become a critically important boardroom topic given the increasing focus by legislatures, regulatory bodies, stock exchanges, investors, and the general public. Many of these stakeholders have enhanced their expectations around DE&I because of the growing body of research that shows improving DE&I results in…
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When 9 is the Perfect Number: the 7+2 Model for Highly Effective Boards [Russell Reynolds Associates]
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1 min read
No corporate director dreams of sitting on an ineffective board – yet many will find themselves serving on a board that underperforms relative to their expectations. As part of our 2022 Global Board Culture and Director Behaviors study, over 1,100 directors shared insights about the people they serve with, how they focus their time and…
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The Boardroom Boost [Russell Reynolds Associates]
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1 min read
While the events of the last two years brought some companies to their breaking points, it seems to have had the opposite effect on many corporate boards. Working with our colleagues at Russell Reynolds Associates, we recently completed our third global Board Culture and Director Behaviors study, which includes a comprehensive survey completed by over…
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Despite years of research showing the importance of diversity and inclusion in the boardroom, boards are still failing to bring about meaningful change. Let’s look at the S&P 500. In 2020, one-third of their boards had two or fewer female directors, falling below the recommended minimum of three. A paltry 27.6 percent of board seats…
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The Role of the CEO in Mergers and Acquisitions [Harvard Law School Forum on Corporate Governance]
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1 min read
The last 18 months will likely go down as one of the most disruptive – and likely most difficult – periods leaders will face in their careers. Yet despite all the challenges this year, there are signs of an improving economy. Unemployment numbers are decreasing after a substantial increase earlier this year. Many companies are…
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The average director spends 200 hours a year on board activities per company (excluding travel), but not all directors spend those hours the same way. There are a set of directors who serve on the boards of high-performing companies (exceeding total shareholder return compared to relevant benchmarks for two or more years in a row)…
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The last 18 months will likely go down as one of the most disruptive – and likely most difficult – periods leaders will face in their careers. Yet despite all the challenges this year, there are signs of an improving economy. Unemployment numbers are decreasing after a substantial increase earlier this year. Many companies are…
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The Board’s Role in Sustainable Leadership [Harvard Law School Forum on Corporate Governance]
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1 min read
Sustainability—both social and environmental—has quickly risen to the top of corporate agendas in recent years. This is in part because of the growing evidence that sustainable practices result in improved financial performance, and in part due to pressure from investors, employees, and the public for companies to articulate the role they play in addressing societal…
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Few issues have risen to the top of boardroom agendas faster than diversity, equity, and inclusion. The growing awareness of how diversity enables innovation, and how diverse and inclusive organizations drive business performance has become hard to ignore. So too have the events that continue to elicit widespread societal outrage over the mistreatment of people…
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The Board’s Oversight of Racial & Ethnic Diversity, Equity, and Inclusion [The Corporate Governance Advisor]
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1 min read
What motivates board oversight of racial equity: The following risks and opportunities motivated directors’ increased focus on racial and ethnic diversity, equity, & inclusion (DE&I): reputation, strategy, financing, regulatory and compliance, and human capital. Directors did not cite the potential economic impact of racial inequity as a key motivator. Read the full article, co-authored with…
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What Your Board Needs to Know About Nasdaq’s Rule Change on Diversity Disclosure [Russell Reynolds Associates]
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1 min read
On Friday, Nasdaq won Securities and Exchange Commission approval to implement rule changes for listed companies, requiring increased disclosure around board diversity. The likely result of this will be a growing competition for directors who are women, racial and ethnic minorities, or identify as LGBTQ+. While it is possible that the rule implementation will be…
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Sustainability – both social and environmental – has quickly risen to the top of corporate agendas in recent years. This is in part because of the growing evidence that sustainable practices result in improved financial performance, and in part due to pressure from investors, employees, and the public for companies to articulate the role they…
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The emphasis on diversity, equity and inclusion (DEI) in the boardroom is shaping up to be a permanent reframing of all that boards do and, more broadly, how companies approach corporate governance writ large. Though this emphasis has been steadily increasing over the past several years, the events of 2020 have accelerated ongoing discussions and…
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What motivates board oversight of racial equity: The following risks and opportunities motivated directors’ increased focus on racial and ethnic diversity, equity, & inclusion (DE&I): reputation, strategy, financing, regulatory and compliance, and human capital. Directors did not cite the potential economic impact of racial inequity as a key motivator. Oversight in practice: Directors referenced one…
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Sustainability is increasingly becoming part of the corporate lexicon, finding a home in strategic plans, shareholder communications, and investment proposals. It’s not greenwashing, it’s a growing awareness that companies don’t need to sacrifice profits to take action that improves the world – and in fact, doing good helps companies do well. It is no surprise…
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The Board’s Oversight of Racial and Ethnic Diversity, Equity, and Inclusion [Russell Reynolds Associates, et.al.]
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2 min read
In summer 2020, State Street enhanced its commitment to advancing racial justice both inside and outside the organization. As part of this effort, the company launched “10 Actions Against Racism and Inequality” and made these commitments public to increase accountability and motivate peer companies to take action too. Commitment #7 tasked the Asset Stewardship team…
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Over the past five years, the largest institutional investors have been increasingly vocal and specific about their expectations of boards and directors regarding board composition and ESG. Despite this, they have rarely acted on those concerns when it comes to director voting. However, the ExxonMobil proxy fight may be a sign things have changed. Twenty…
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Few boardroom activities are more consequential than CEO succession planning, and many directors would argue that it is the single most important thing they do. Determining who leads the company impacts everything from strategy and operations to culture, talent, and the company’s role in society. Boards are spending more and more time on succession-related activities,…
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2021 Global Leadership Monitor: Leadership Preparedness for the Road Ahead [Russell Reynolds Associates]
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2 min read
The last year has been one of monumental change for business leaders across the world. Defined by a global pandemic, economic concerns, political strife and social unrest, it has presented unique challenges and stretched individual and collective leadership capabilities. It has added energy to discussions about the purpose of business and its responsibility not just…
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The Swiss government’s gender guidelines, which mandate that large companies have a minimum of 30 percent women at the supervisory board level, and 20 percent at the executive level, or explain why not, has so far resulted in little improvement in gender diversity. The twenty companies comprising the Swiss Market Index (SMI) are currently 21…
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CEO Succession Plans in a Crisis Era [Harvard Law School Forum on Corporate Governance]
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3 min read
CEO succession planning is one of the most important responsibilities of a corporate board, and one of the most challenging. In the best of circumstances, directors are working thoughtfully to anticipate the future, develop potential successor candidates over several years, and to ultimately have one of them step into the top spot. In emergencies or…
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The Board’s Impact on Long-term Value [Harvard Law School Forum on Corporate Governance]
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2 min read
Taking a long-term approach in business leads to superior performance. Companies that orient themselves around a long-term time horizon while also delivering against short-term objectives have been shown to outperform their peers on several key business measures, including revenue, earnings, economic profit, market capitalization and job creation. These companies were hit hard during the last…
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In February 1992, General Motors announced that it had lost $4.5 billion the prior year, then the worst ever annual loss for an American corporation. In the short-term, things didn’t get better. Losses the following year totaled $23.5 billion. In the middle of this bleak period, GM’s board took decisive steps. The company’s chairman and…
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Board Leadership and Performance in a Crisis [Harvard Law School Forum on Corporate Governance]
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2 min read
Every industry across the globe has faced a crisis at some point in time. While most large companies survive, many struggle for years following a period of severe adversity. Others prevail and become stronger than before. How companies address crises has changed over time, as has the role of the board. Amid COVID-19’s rapid spread…
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In 2020, the world entered an unprecedented economic era, triggered by a global pandemic and the contemporaneous collapse in commodity prices, demand for certain goods and services, and a breakdown in supply chains. This was further fueled by constraints on productivity and consumerism due to a need to practice social distancing and to shelter in…
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Tone at the Top: The Board’s Impact on Long-Term Value [Russell Reynolds Associates and FCLTGlobal]
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2 min read
Companies that orient themselves around a long-term time horizon while also delivering against short-term objectives have been shown to outperform their peers on several key business measures, including revenue, earnings, economic profit, market capitalization and job creation. These companies were hit hard during the last major economic downturn—as were most businesses—but saw a higher-than-average rebound…
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Reviewing financial statements, audit activities, and compliance activities are all part of the work required of board members to keep the company running on the right path. But the most successful boards do far more than this, focusing on more forward-looking, value-creating, strategic issues. Earlier this year, Russell Reynolds Associates surveyed 750 board directors about…
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Public company boards are under pressure from investors. This stems not just from the usual focus on performance, but increasingly from questions and concerns regarding the quality of the board itself. Board composition has become a focus both for institutional investors pushing for long-term thinking and for activist investors demanding short-term performance uplift. There are…
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What the Board Wants to Know: Answers to 12 Common Questions [Russell Reynolds Associates]
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2 min read
The Expectations of Public Company Directors Continue to Rise and the Work is Increasingly Challenging As the business world becomes more complex, organizations are becoming harder to lead and manage, with scrutiny from investors, regulators, shareholders, activists and the media on the rise. There are growing expectations that directors will more closely oversee areas that…
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Going for Gold: Global Board Culture and Director Behaviors Survey [Harvard Law School Forum on Corporate Governance]
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2 min read
Based on our experience working with hundreds of boards each year, we know board and director performance depends on the quality of board leadership, the ability of the board to focus on the right issues and a small number of critical director behaviors. Our latest research backs this up. The link between critical director behaviors…
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Going for Gold: The 2019 Global Board Culture and Director Behaviors Survey [Russell Reynolds Associates]
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2 min read
Based on our experience working with hundreds of boards each year, we know board and director performance depends on the quality of board leadership, the ability of the board to focus on the right issues and a small number of critical director behaviors. Our latest research backs this up. The link between critical director behaviors…
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Insight on Demand: The Opportunities and Challenges of Advisory Boards [Russell Reynolds Associates]
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2 min read
At some point, nearly every corporate board will face the same existential crisis: Should the board only include executives with high-level general management and strategy experience – or should it be filled with individuals who have deep expertise in key priority areas? This debate has been bubbling for more than a decade. What began with…
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Institutional investors (both active managers and index fund giants) spent the last few years raising their expectations of public company boards—a trend we expect to see continue in 2019. The demand for board quality, effectiveness, and accountability to shareholders will continue to accelerate across all global markets. Toward the end of each year, Russell Reynolds…
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CEO Transitions: Mitigating Risks and Accelerating Value Creation [Russell Reynolds Associates]
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2 min read
CEO transitions have always been challenging, but never more so than in today’s environment. As a board governance, leadership consulting and search firm, Russell Reynolds Associates is asked regularly to conduct CEO searches and support long-term CEO succession planning. We advise our clients not to forget about transition planning as a distinct process that needs…
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GE signed two deals late last year to sell jet engines to China’s Juneyao Airlines and Industrial and Commercial Bank of China (ICBC). The sales are worth a combined $2.5 billion, and in announcing them, GE highlighted that “China will displace the United States as the world’s largest aviation market in 2022, two years faster…
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Directors & Boards was founded at a time when corporate governance was entering a period of significant transformation, publishing its first issue barely two years after the Model Business Corporations Act fundamentally redefined the role of the board. No longer was it true that “the business and affairs of a corporation shall be managed by…
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Enterprise Risk [Tapestry Networks / Ernst & Young]
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1 min read
The Southeast Audit Committee Network first spoke about enterprise risk in October 2005. Some things have changed: the primary source of contention is no longer, as VantagePoint noted then, “finding the best logical home for ERM efforts, be it the audit committee, the full board, or some other committee, such as governance or a special…