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This session is designed to provide experienced directors with additional tools and insights to engage in more effective strategic thinking and execution on matters of executive compensation. The discussion will review the latest trends in compensation, best practices for compensation committee process, the outcome of the first years of CEO pay ratio analysis, outlier say-on-pay […]

Many experienced directors and governance experts believe that hiring and firing the CEO is the board’s most important function. But little attention has been paid to the size and quality of the CEO market and how this talent market influences performance evaluation, compensation, succession planning, and talent development within an organization. This session will review […]

The global economy is in an extraordinary state of flux. Trade policy is unsettled. Recently enacted tax legislation provides fiscal stimulus while adding to the long-term national debt. Brexit remains to be negotiated, and China and India’s influence on the global economy continues to grow. Monetary policy continues to be an issue and concern prevails […]

An increasing number of institutional investors, employees, and consumers are expressing interest in ESG (environmental, social, and governance) factors. Investment vehicles targeting ESG objectives are being launched, and several organizations propose to rank publicly traded firms according to various ESG scores. How are these factors measured, and how should boards respond to calls for greater […]

Intellectual property, whether in the form of patents, copyrights, trademarks or trade secrets, accounts for an increasingly large portion of total company value. Mishandled IP matters, whether litigation or otherwise, can be extremely costly to the company. Anticipating and addressing IP issues, particularly around patents, can present crucial strategic challenges to a publicly traded company. […]

Running a top-notch board of directors isn’t rocket science, but it does take common sense, emotional intelligence, attention to detail, and respect for legal formalities. Introducing a protocol that has the board review the company’s “accomplishments” and “challenges” at the outset of each meeting can be a useful organizational device. Minutes constitute the official record […]

Boards and management teams are faced with near daily new developments related to tariffs, the trade war, and CFIUS (The Committee on Foreign Investment in the United States). All of these areas have increased deal scrutiny and operational complexity, raising the stakes for careful management of international operations and cross-border transactions. This session will cover […]

The federal government’s investigations of corporate misconduct are increasingly focused on cooperation and self-reporting from target companies. The Department of Justice (DOJ) policy for Foreign Corrupt Practices Act cases creates a presumption that, absent aggravating circumstances, companies that self-report, fully cooperate, timely and appropriately remediate, and disgorge all ill-gotten gains will not face criminal prosecution, […]

Proxy advisory firms are not going away. Frustrations with proxy advisors such as Glass Lewis and ISS are now a recurring and predictable part of the public company board experience.  Though the scope of influence that proxy advisors wield is evolving, the strategies for responding to and managing proxy advisory influence are also expanding. This […]