CEOs Board of Directors

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A New Resource for the Modern Compliance Professional

There is a knowledge gap among compliance professionals, and it’s not due to a lack of information. In fact, the main culprit may be too much information located in too many disparate places. Our industry is continuously...more

Gender Diversity Survey - 2016 Proxy Season Results

The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more

Board Diversity Issues Don’t Fade Away After 8 Seconds (or an IPO, Apparently)

When Snap, Inc., parent company to the popular social media app, Snapchat, completed its much-anticipated IPO last week, investors were quick to question whether the company was overvalued. Despite half a billion dollars in...more

A Personalized Approach: Kim Clancy’s Simple Secret for Bringing Diversity Into the Boardroom

According to Kim Clancy, the key to diversifying the boardroom lies with a personal touch. “It is not that CEOs are against diversity,” Clancy explains. “They are understandably focused on many other priorities, including...more

When Will Shareholders Force Boards to Do Compliance?

Today we honor one of the most iconic moments of World War II (WWII) and one of the most famous photographs of all time, that of the Marines raising the US flag on Mount Suribachi on the island of Iwo Jima. Marine...more

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

Understanding the Benefits of Benchmarking & How to Do It Successfully

To begin, let’s define “benchmarking.” There is often confusion regarding the difference between benchmarking and assessment. ...the process of benchmarking is a subset of compliance program assessment....more

Delaware Chancery Court Throws Out Claims Over $10 Million Severance Payment to CEO

Seyfarth Synopsis: A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation’s former CEO because he found that plaintiff shareholder...more

The Power of Honesty – A Candid Assessment of Your Compliance Program

The secret of life is honesty and fair dealing. If you can fake that, you’ve got it made.  Groucho Marx - We are all taught the importance of honesty. But there are very different aspects to this otherwise simple...more

Compliance Expertise Needed on the Board

This week I have been exploring the different types compliance committee’s which an organization can utilize to help effect a best practices compliance program. I have written about compliance committee’s at the Board of...more

From Making the Right Decisions to Asking the Right Questions: Linda Graebner Discusses Her Move from the C-Suite to the Boardroom...

Linda Graebner spent many years as a CEO leading consumer product companies, and has held numerous other leadership positions in the business world. But she is currently thriving in a new role: the boardroom. At the request...more

When Tone at the Top Is Missing

We all tend to gloss over a critical requirement for an effective ethics and compliance program – tone-at-the-top. I hate to be dogmatic about the issue but, as Mel Brooks said in the Curb Your Enthusiasm (Season 4, Episode...more

Business Litigation Alert: "Lesson Learned from Wells Fargo - What Your Board of Directors Needs to Know"

According to recent news reports, Wells Fargo management created an aggressive sales culture that encouraged employees to create thousands of fake accounts. News reports also suggest that the Board took no action regarding...more

Changes in the Balance of Power: The Board Versus CEO

There is no doubt that corporate boards operate under greater scrutiny. The trend is clearly to hold boards and individual members accountable. But this is not the result of government prosecution; rather, this trend reflects...more

The Building Blocks of Board Service: Determining if Board Service is Right For You

Understanding the basics of board service is a necessary first step for those interested in joining a board of directors. In part one of this three-part series, we shared insights from Sheila Ronning, CEO and founder of Women...more

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

Blog: CEO Group Offers List Of Commonsense Corporate Governance Principles

A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance...more

Blog: DE Court Comments on Block-Holder Rights in OptimisCorp

The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more

CCOs: Living in the Land of False Promises

We all have heard the scenario involving a compliance professional. A new CCO joins a company with promises from the board, the CEO and senior executives of cooperation, compensation and support for a robust independent...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Cybersecurity Advice to CEOs and Boards “Take more responsibility”!

The White House and its top security advisors are regularly advised about cyberintrusions and as a result the “time has come for CEOs and Boards to take personal responsibility for improving their companies’ cyber security”...more

Blog: ISS Study Shows Board Leadership Structure Affects CEO Compensation

According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure...more

Blog: Where You Stand On CEO Comp Depends On Where You Sit

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Blog: Does The Rise Of The “New Insider” Mean That It’s Time For A Board Refreshment Policy?

The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming...more

"Indian Insurance Sector Welcomes Foreign Investment With Limits on Control"

As part of the Indian government’s plans to encourage foreign investment, in 2015 it increased the foreign ownership cap in the Indian insurance sector from 26 percent to 49 percent. The increase, however, did not affect the...more

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Cybersecurity

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