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Must Reads-Corporate Governance

CyberSecurity Board Basics: Prep, Watch, React & Report

David A. Katz and Laura A. McIntosh, Directors & Boards, August 17, 2017

Recent global cyberattacks have rudely reminded corporate America that cybersecurity risk management must be at the top of the board of directors' corporate governance agenda. Companies have no choice but to prepare proactively, while directors must understand the nature of cybersecurity risk and prioritize its oversight. Preparation, monitoring, emergency response and disclosure are topics that boards should consider regularly to properly oversee cyber risk management. [ more]

Is Diversity in the Boardroom Reversing?

Laura W. Geller, Strategy+Business, June 21, 2017

After rising steadily for the past seven years, the number of women in the boardroom actually fell in 2016. According to Heidrick & Struggles' latest Board Monitor study, women filled 27.8 percent of the open boardroom seats at Fortune 500 companies in 2016, down from 29.8 percent in 2015. Last year was the first time the percentage had fallen since 2009. Three years ago, the executive search firm believed women would reach parity in the boardroom by 2024; now it believes that day won't come until 2032. It's a troubling shift, and one that has the potential for ripple effects. [ more]

Female CEOs Have More Women on Their Boards—A Lot More

Equilar, May 25, 2017

As board composition, evaluation and diversity continue to be hot-button issues in corporate governance, investors are applying additional scrutiny on how companies approach succession planning at the highest levels of their organizations. At the request of the Associated Press for its annual CEO pay study, Equilar analyzed data on chief executives who had served at least two consecutive fiscal years at companies in the S&P 500, and found that there were 21 female CEOs on the list. [ more]

Does Gender Diversity on Boards Really Boost Company Performance?

Knowledge@Wharton, May 18, 2017

Many commentators suggest that gender diversity in the corporate boardroom improves company performance because of the different points of view and experience it offers. However, rigorous, peer-reviewed academic research paints a different picture. Despite the intuitive appeal of the argument that gender diversity on the board improves company performance, research suggests otherwise. [ more]

Scoundrels in the C-Suite: How Should the Board Respond When a CEO’s Bad Behavior Makes the News?

David F. Larcker and Brian Tayan, "Closer Look," Stanford Business, May 10, 2016

The board of directors has a responsibility to investigate credible allegations that management has engaged in activity that is not in the interest of the company or its shareholders. In the case of illegal activity, the appropriate response is likely to be very clear. Less obvious are the actions directors should take when the CEO engages in behavior that is questionable but not illegal. This article examines the actions that boards take in response to CEO "bad behavior." [ more]

Half of women on boards like quotas but male colleagues say no - survey

Ellen Wulfhorst, Thompson Reuters Foundation News, April 21, 2016

Half of women sitting on corporate boards of directors around the world support quota systems to fix stubborn gender imbalances in the boardroom, but less than 10 percent of their male colleagues agree, said a study released this week by researchers from the Harvard Business School and the WomenCorporateDirectors (WCD) Foundation. [ more]

10 questions dominating boardroom agendas for 2016

Women Corporate Directors, Directors & Boards, Q1 2016

This article shares the top ten questions directors are asking in their boardrooms so that they can be better prepared for what’s to come. [ more]

These are the 12 major companies that still don’t have women on their boards

Jena McGregor, The Washington Post, August 12, 2015

The number of S&P 500 companies with all-male boards of directors has now dropped to an even dozen. A decade ago, 60 companies didn't have any female directors on their boards. Even 10 months ago, the research firm Catalyst listed 18 companies without a single woman. Yet the pace of change has quickly accelerated and the number has today plummeted to only 12 companies, or about 2 percent. [ more]

NACD suggests questions for boards to ask cybersecurity officers

Cydney Posner, PubCo @ Cooley, July 22, 2015

As reported in the WSJ, the National Association of Corporate Directors advises that boards ask their companies' chief information security officers some pointed questions about cybersecurity risks. Often, boards just ask whether the company is vulnerable to cyberattacks like those recently experienced at the U.S. Office of Personnel Management and at a number of private companies. But that's not likely to be effective, the NACD argues. Why not? Because no security system is perfect and all companies are vulnerable to some extent. Instead, the NACD recommends, boards should focus on decreasing the risk of attack as well as understanding the process that is in place to manage a cyberattack should one occur. [ more]

Survey Roundup: The Good Old/Bad Old Days

Ben DiPietro, The Wall Street Journal's Risk & Compliance Journal, June 5, 2015

This article's author takes a look at 15 recent surveys and reports dealing with risk and compliance issues such as the use of old passwords, narcissistic chief executives, whistleblower programs, upgraded card payment systems, insider threats, no controls against the Internet of Things, trustworthiness, limited risk awareness, independent financial crime audits, fast fraud, unsanctioned systems, security budgets, the cost of a breach, compliance reporting, and foreign bribery endorsement. [ more]

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