Managers are in the midst of a perfect storm where a number of cyber issues need attention. Because digital technology is now integral to most companies’ activities, all board members need to possess digital savvy. This post is a first step in understanding some of the fundamentals.   IT Governance Spencer Stuart, a global executive…

Companies have started to tie compensation to various ESG metrics. Earlier this month Papa John’s pizza announced it would evaluate executives’ progress toward material ESG priorities. UBS, Caterpillar, Apple and Trane have made similar moves. And in April, Mastercard announced it would extend its executive compensation model – which ties bonus pay to ESG goals – to all of its…

Howard Schultz, founder and former CEO of Starbucks once said: “You can’t create emotional attachment if you stand for nothing.” And yet, corporate social advocacy remains controversial. When a CEO speaks out directly with the public about a current social topic – but one that is not directly related to the core business they lead…

When we talk about ethics, what do we mean? And how does it differ – or relate – to compliance? Often we’re simply talking about good decision making when we talk about ethics. It’s hard to come up with a business decision that doesn’t involve deciding what would be a morally good path forward and…

Despite progress in the last few years, changing existing board demographics will likely take years at current rates. Here’s what your board needs to think about. The recognition for greater diversity and equity on boards has come from direct pressure on three main fronts: regulatory quotas, listing exchanges and institutional investors – see my February…

Talk of ESG seems to be everywhere but are boards saying “enough”?  According to Morningstar, ESG or sustainable funds grew to almost 400 in 2020, up 30% from 2019. But, as we come close to the end of 2021, ESG seems to be dropping from the board agenda according to a recent survey by Diligent.…

Activists focus on certain board of director vulnerabilities and target those companies who have them. And while the pandemic brought a number of environmental and social issues to a head, there are certain red flags – mostly relating to a board’s composition – that attract shareholder activists. Because the board has an obligation to address…

There’s no doubt that proxy voting is a time-consuming and often challenging process. Proxy advisory firms saw a need to serve a new market by helping institutional investors navigate the vast amounts of proxy votes on a myriad of issues. Now, that market is both large and powerful. It’s dominated by Institutional Shareholder Services (part…