NACD - National Association of Corporate Directors
Directorship Magazine March/April 2018 Issue

Table of Contents

March/April 2018


The Under-40 Set: Digitally Adept and Driven


Why the GC Should Be the Board’s Best Friend

The Strategic Asset General Counsel explored how corporate GCs can help boards promote a more healthy corporate culture.
by Judy Warner

Small Talk

Interesting news to start the conversation.
by Jesse Rhodes


CEO’s Letter

Championing Diversity

CEO Peter Gleason on the promise of progress.
by Peter Gleason

Editor’s Note

Feeling Refreshed

Editor Judy Warner on board diversity.
by Judy Warner

Feeling Refreshed

We all have unconscious biases that undermine our best intentions.
by Judy Warner

The Director’s Chair

Breaking the Spell of Magical Thinking

There are a number of ways that astute directors can usher magical thinking out of the boardroom and the C-suite.
by Roger O. Goldman

Need to Know

Median Pay Ratio of 87-to-1 Seen in First Filers

The reactions to the first disclosures of the pay ratio rule, and other relevant news.
by Katie Swafford

Keeping Count

Is Your Board Becoming A Strategic Asset?

How much progress have boards made toward becoming true strategic assets to their companies and what do the results of the 2017–2018 NACD Public Company Governance Survey say about the extent to which boards have responded to the commission’s call for action.
by Ted Sikora

Washington Update

High Court Ruling May Send Whistleblowers Straight to the SEC

The Supreme Court analyzed a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that protects whistleblowers from retaliation and an SEC regulation that expanded on that provision.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Irene Chang Britt

Spotlight on Irene Chang Britt and her experience as a director.
by Jesse Rhodes

In Practice

More Is Not Always Better: A Value-Based Approach to Cyber-Risk Oversight

A new value-based approach to managing cybersecurity using techniques commonly found in enterprise risk management (ERM) programs.
by Shelley Leibowitz, James Lam, and Nate Fick

Evaluating Strategy Through A Customer-Focused Lens

In representing legacy corporations, it is the board’s job to provide fresh thinking and a thorough analysis from the customer’s point of view.
by Charlotte Whitmore


Why Thinking Like a Hacker May Be A Good Line of Defense

The Equifax data breach could have been avoided. In the future it will be, if companies invest in the services of hackers.
by Jesse Rhodes

Peer Exchange

Experts Address Directors’ Questions On a Bevy of Emerging Issues

A panel of select corporate governance experts speak on oversight challenges.
by Katie Swafford

Director Development

Engage Activists Through Strategic Board Recruitment

If your board is approached by an activist, open communication is your best strategy.
by Rochelle Campbell

Entrepreneurial Governance

Why Small-Cap Boards Should Adopt Stock Ownership Guidelines

The number of smaller public companies with SOGs for directors is comparatively low, but growing fast. Small-caps should get ahead of this curve.
by Adam J. Epstein



Newly named directors at Honeywell, Netflix, and more.
by Katie Swafford

Private Company Insights

Get Ahead of Sexual Harassment Risk

Boards have been and will continue to be held accountable for sexual harassment issues, at least in the court of public opinion, but it is possible to prepare for such an instance.
by Susan M. Angele

Annual Board Leadership Conference

Navigating Uncertainty: The Long View

More than 225 directors, luminaries, and KPMG leaders gathered Jan. 8–10 in San Diego to discuss the issues affecting businesses and boardrooms.
by Judy Warner



Unlock Performance and Value Through Culture

An active approach to culture risk can help to identify areas for improvement, while serving as a basis of aligning culture to strategy.
by Deborah DeHaas and Carey Oven

Talent Oversight

Are You Maximizing Half of Your Company’s Most Important Assets?

Many boards are missing the opportunity to maximize as much as half of their most significant assets: people, particularly women.
by Jane Edison Stevenson


Gauging Corporate Culture

Corporate culture is both a risk and a driver of long-term performance, and clearly demands attention from the board and management.
by Dennis T. Whalen

Executive Compensation

Should Compensation Committees Seek CEO Input When Deciding CEO Pay?

We have found that the CEO’s perspective in the process can be useful when all parties understand the limits of his or her input.
by Daniel Rodda and Dan Kaufman

Cyber-Risk Oversight

AICPA Reporting Framework Helps Directors Fulfill Oversight Responsibilities

To help communication about the effectiveness of cybersecurity risk management programs, the American Institute of Certified Public Accountants (AICPA) has developed the new System and Organization Controls (SOC) for Cybersecurity engagement.
by Ben Phillips and Rod Smith