Once again proxy advisors are in the news. Two big areas that proxy advisors weigh in on are climate risk and board composition – and their scope and impact has grown exponentially. Institutional Shareholder Services (ISS) and Glass Lewis together control some 97% of the market. Their core business is to provide research and make…

Nasdaq’s highly publicized rule, approved by the Securities & Exchange Commission, went into effect in 2022 requiring that Nasdaq-listed companies have — or explain why they do not have — at least 1 female director and at least 1 director who self-identifies as an underrepresented minority along with a board diversity matrix. On December 11,…

Corporate governance is facing a number of false dichotomies that both researchers and practitioners hold dear. In terms of whose interests’ regulations serve, what drives value and who has control of the firm there is a tendency to want to reduce it to: this or that, you or me, they or us. These false dichotomies…

Many have been saying that this year’s election is about gender – because there are big divides about who women and men are voting for. This relates to another important gender issue – the presence of female leadership (CEO and the C-Suite) and its effect on corporate governance policies, decision making and board composition. These…

A perennial question for boards seeking new directors is whether to focus on specialized skills or more generalized knowledge. And while the use of board skills matrices – required by the Nasdaq Exchange – is both common and helpful, there is more to consider today. The changes to the corporate governance world, just in the…

In recent years, a paradox has emerged with respect to diversity on boards of directors. On the one hand, recognition of the value in diversity continues to grow. At the same time, progress with respect to diversity’s advancement and acceptance within boardrooms has stalled across many international contexts. For example, the 2024 Q1 Gender Diversity…

The board of directors generally has two functions: strategy and oversight. It should be no different for ESG (environmental, social, and governance). In terms of strategy, it’s less a question of whether a company should report on climate-related financial information but how it will do so. Boards and management should work together to define their…

What is the future of corporate responsibility? First, we need to figure out what it is. There is little doubt that over the past decade we’ve seen an increase in the amount of discussion about what it means to be a responsible business. For a long time the conversation centered around corporate social responsibility, or…

Most banks are full-service banks that control every aspect of banking in-house, that is they control the entire value chain of the customer experience and use their own infrastructure. Recent regulations have forced banks to open up this infrastructure to third parties (API’s, or application programming interfaces, specifically), particularly regarding account information and payment initiation…

In the wake of the SEC’s ruling on climate change earlier this month and subsequent lawsuits against its constitutionality, it seems like a good time to review material information in general. Although it sounds simple, the decision by companies to disclose information about their impact is anything but. It rests on the definition of material…