In this episode of Across the Board, I visit with Christina Bresani, Managing Director and Head of Corporate Advisory at William Blair. In this podcast, we consider some of the top issues facing Boards in 2022 and into 2023. Some of the highlights from the podcast include:

• Unsolicited offers/takeovers are likely to increase.
• Large corporations are prioritizing portfolio optimization.
• Non-tech companies are accelerating their focus on digitalization.
• What is ESG’s role in corporate governance?
• M&A expansion?
• Momentum around shareholder activism strengthens.

For more information about Christina Bresani, her practice, or William Blair, find out by clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Ben Colton- Global Co-Head of Asset Stewardship at State Street Global Advisors and Rusty O’Kelley Managing Director at Russell Reynolds and Associates. They join me to discuss their recent article Board Oversight of Racial DE&I. Some of the highlights include:  

1. Who the article is it aimed at.
2. What should motivate board oversight of racial equity?
3. What does Board oversight look like in practice?
4. What metrics can Board’s employ?
5. What are the challenges in a global context?
6. What guidance do you jointly suggest for a Board to employ?
7. Why is this issue so critical now for stakeholders and asset stewards?
8. How does this issue relate to the overall sustainability of a corporation?
9. Why are these issues critical to the success of an overall ESG program?

Resources

For a copy of the article Board Oversight of Racial DE&I click here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Ben Colton- Global Co-Head of Asset Stewardship at State Street Global Advisors. He joins me to discuss the latest SSGA Asset Stewardship Report. Some of the highlights include:  

1. Key takeaways from the 2020 Report.
2. How does SSGA uses its ‘voice and vote” to hold Boards accountable?
3. The SSGA view on the need for corporate transparency on sustainability.
4. Why is Board refreshment so critical?
5. Where do companies need to be in 2025 on ESG and Diversity and Inclusion?

Resources

For a copy of the State Street Global Advisors 2020 Asset Stewardship Report click here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Ben Colton, Global Co-Head of Asset Stewardship at State Street Global Advisors. He joins me to discuss the latest guidance from State Street Global Advisors for companies on their racial equity efforts. Starting in 2021, the SSGA will ask companies in its investment portfolio to articulate their risks, goals and strategy as related to racial and ethnic diversity, and to make relevant disclosure available to shareholders. Some of the highlights include:  

1. What the Proxy Season Review is used for?
2. SSGA has been working with companies since at least March on issues related to Stewardship Engagement. What were and are some of the key issues raised?
3. How has SSGA engaged with companies around social issues such as BLM, employee health and safety and D&I.
4. Has covid-19 heightened a focus on climate change?
5. What are the types of questions/discussions you are having with shareholders and Boards at this point, as opposed to back in March and April?

 Resources

See the latest letter from State Street Global Advisors’ global CIO Richard Lacaille, offering companies guidance on racial equity.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Andrea Bonime-Blanc, founder of GEC Risk Advisory. She recently joined the Advisory Board of the Crisp Thinking Group. We visit about the need for compliance expertise on a Board. Some of the highlights include:  

1. What Crisp is and what products/services they provide?
2. What is your role at Crisp?
3. We have long urged for a Compliance SME on Boards. Why is this such a critical need?
4. Were you brought on to the Board to be the ‘adult in the room’?
5. You have another book out, Gloom to Boom. Can you tell us about it? How has it been received, most particularly during the pandemic?

Resources

For more information on Crisp Thinking click here.

For a copy of Andrea’s book Gloom to Boom, click here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Mike Volkov, founder and CEO of the Volkov Law Group. We take a deep dive into the Business Roundtable’s Statement on the Purpose of a Corporation and consider the Board’s role in moving towards the goals articulated in the Statement.   

In August, the Business Roundtable announced the release of the Statement on the Purpose of a Corporation (The Statement). The new Statement was signed by 181 Chief Executive Officers (CEOs) who committed to lead their companies for the benefit of all stakeholders – customers, employees, suppliers, communities and shareholders. In full, it stated:

Americans deserve an economy that allows each person to succeed through hard work and creativity and to lead a life of meaning and dignity. We believe the free-market system is the best means of generating good jobs, a strong and sustainable economy, innovation, a healthy environment and economic opportunity for all.

Businesses play a vital role in the economy by creating jobs, fostering innovation and providing essential goods and services. Businesses make and sell consumer products; manufacture equipment and vehicles; support the national defense; grow and produce food; provide health care; generate and deliver energy; and offer financial, communications and other services that underpin economic growth.

 While each of our individual companies serves its own corporate purpose, we share a fundamental commitment to all of our stakeholders. We commit to: 

Delivering value to our customers. We will further the tradition of American companies leading the way in meeting or exceeding customer expectations.Investing in our employees. This starts with compensating them fairly and providing important benefits. It also includes supporting them through training and education that help develop new skills for a rapidly changing world. We foster diversity and inclusion, dignity and respect.Dealing fairly and ethically with our suppliers. We are dedicated to serving as good partners to the other companies, large and small, that help us meet our missions.Supporting the communities in which we work. We respect the people in our communities and protect the environment by embracing sustainable practices across our businesses.Generating long-term value for shareholders, who provide the capital that allows companies to invest, grow and innovate. We are committed to transparency and effective engagement with shareholders. Each of our stakeholders is essential. We commit to deliver value to all of them, for the future success of our companies, our communities and our country.

Resources

Mike Volkov’s 3-Part Blog post series on the Statement of the Purpose of a Corporation. Part 1, Part 2, Part 3

Tom Fox’s blog post on the Business Roundtable’s Statement on the Purpose of a Corporation, click here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this episode of Across the Board, I visit with Henry Wolfe, Chairman of De La Vega, Activist Investor and Author of Governance Arbitrage. We take a deep dive into his recent article; Director Selection Criteria at Public Companies is Poor - Here's How to Fix It. Some of the highlights from the podcast include: ·       The GE Board was classic for diversity and captains of industry. What was wrong with it?·       Where did the requirement for Board independence come from? Why is it the wrong question to ask?·       What is glaringly missing from Board selection today?·       What 3 categories do you suggest (at a minimum) for Board selection?·       What 2 characteristics do you believe every Board member should have?·       Why is competence the key requirement for Board membership?  Check out a copy of Wolfe’s article Director Selection Criteria at Public Companies is Poor - Here's How to Fix It by clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

Over this special 5-part podcast series, I have visited with David Greenberg, Special Advisor at LRN. We took a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In this fifth and final episode, we look at the road ahead. The White Paper stated, “Over time, the gulf between CECOs and boards should be bridgeable. We believe that that bridge should be built quickly. The sooner that CECOs have the board’s ear – and that directors are fully aware of what CECOs and the initiatives they lead can bring to the table –the stronger and more resilient their companies will be.

Some of the highlights from the podcast include:What practical steps should be taken to engage the board more actively and effectively in ethics and compliance oversight?More time, higher priority, stronger signals from boards in ethics and compliance oversight.Boards need to question whether ethics and compliance are genuinely integral to business operations.Elevate the CECO and establish direct and confidential reporting lines?What lays on the road ahead?Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this special 5-part podcast series, I am visiting with David Greenberg, Special Advisor at LRN. We are taking a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 4, we look metrics which a BOD should consider and how a Board should oversee senior management around ethics, compliance and culture. Some of the highlights from the podcast include: Ø  CECOs want their boards will send stronger signals to executive management about the importance of embedding ethics and compliance in the company’s business.Ø  CECOs want boards to hold management more accountable for ethics and complianceØ  A BOD should ask management ‘What have you done to assure compliance. Show me.’ Ø  Why should a Board be concerned about metrics around culture?Ø  What measures should a Board employ for culture and ethics? Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this special 5-part podcast series, I am visiting with David Greenberg, Special Advisor at LRN. We take a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 3, we consider many CECO’s concern that Boards do not dedicate sufficient time and priority to compliance nor go into sufficient depth into compliance programs and potential outcomes . Some of the highlights from the podcast include:Why don’t Boards put in more time around E&C programs?Why is compliance often the last item on the Board agenda and equally as often, left off for later?CECOs want to be challenged by their Boards but often are not.Does your Board have a compliance game plan?Why don’t BODs go deeper into E&C programs? How would they do so?Are Boards even asking the right questions?Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices

In this special 5-part podcast series, I am visiting with David Greenberg, Special Advisor at LRN. We take a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 2, we consider the average Board of Director’s knowledge of compliance and your game plan going forward. Some of the highlights from the podcast include: Ø  Why don’t Boards have a better understanding of the compliance function within their organization?Ø  Why do BOD’s have such little knowledge of the CECO role?Ø  Why does the BOD tend to focus on what has passed rather forward looking?Ø  Does your Board have a compliance game plan?Ø  Why does a BOD need to develop a framework for discussing, evaluating, and measuring ethics and compliance?Ø  Why should BODs relate ethics and compliance to their companies’ core strategy and be able to have a sufficient point of view to guide and oversee it?  Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

Learn more about your ad choices. Visit megaphone.fm/adchoices