Jill Conway joined Nike’s board of directors in 1987 and exercised significant influence over the development of the company’s social responsibility commitments and programs through her leadership of the board’s corporate responsibility and sustainability (“CR&S”) committee, which was formed in 2001 with Conway serving as...
When deciding on which governance instruments should be created and implemented a point of reference is helpful. For companies with securities listed on public securities exchanges such as the New York Stock Exchange or Nasdaq the obvious point of reference are the listing requirements of...
In my last post I discussed some of the ways that companies contemplating an initial public offering or a possible acquisition by a larger firm (so-called “pre-IPO/pre-acquisition companies”) can use strong corporate governance practices, particularly readiness to comply with the Sarbanes-Oxley Act of 2002 (“SOX”),...
While the primary focus of the well-publicized and sweeping corporate governance reforms adopted over the last decade, such as the Sarbanes-Oxley Act of 2002 (“SOX”), obviously has been public companies, elective compliance by privately-held companies with certain provisions of SOX can provide them with significant...
In order for directors to understand the scope of their responsibilities with respect to overseeing sustainability and determine how to best focus their energies, an assessment must be conducted of the issues, risks and opportunities that are material to the company’s operations, environment and communities. ...
A number of researchers, including Joseph Bower, a professor at Harvard Business School, and Jim Collins, the author of “Good to Great”, have argued that companies perform better when they appoint insiders as their CEO. However, the problem that many companies face when it comes...
In their 2008 article in the Harvard Business Review, Gottfredson et. al. noted that from 1999 to 2006 the average tenure of departing chief executive officers in the United States declined from about 10 years to slightly more than eight. A 2006 survey by the...
A White Paper issued in 2013 by the Corporate Laws Committee (the “Committee”) of the Business Law Section of the American Bar Association (the “ABA White Paper”) reported that since 2010 a number of US jurisdictions had adopted provisions “allowing corporations to opt in to...
Common practice has been for recruitment and selection of new board members to be left either to the CEO or to a small group of directors on a nominating committee who meet only during that period of the year when the bylaws require that directors...
During the startup stage founders are primarily focused on what is immediately in front of them and have little time or patience for considering what might need to be done to build capacity among the members of the board of directors. While this is not...