The best tools and information for boards and directors

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Jan Babiak
Director, Walgreens Boots Alliance, Bank of Montreal

Director Resources

Directors, and those who want to become directors, require a diverse array of tools and resources, from recruiting information to Directors & Officers insurance to the latest thought leadership on best practices for corporate boards. The sites and services presented here include some of the best online portals.

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Governance Rankings

Board Weight Study – James Drury Partners

Ranking of America’s leading companies according to their governance capacity.

D&O Insurance Information

D&O Liability Insurance

An overview of D&O liability insurance

The Importance of Personal Indemnification Agreements

Priya Cherian Huskins explains what is an Indemnification Agreement and why a Director needs one.

Gifford and Associates

D&O Insurance Whitepaper February 2015

D&O Notebook: Directors and Officers Liability Blog

A blog that monitors, curates and summarizes issues as they arise in the areas of D&O liability, insurance, and corporate governance.

The D&O Diary

A periodic journal containing items of interest from the world of directors and officers liability, with occasional commentary.

2017 Studies

2017 Heidrick & Struggles Board Monitor report

In 2016, Fortune 500 companies filled 421 vacant or newly created board seats with non-executive directors. That represents a new high as recorded by the Board Monitor, Heidrick & Struggles’ annual study of board composition, experience, turnover, and diversity.

Women in the boardroom: A global perspective – 5th edition

Women are still largely under-represented on corporate boards globally, despite continued efforts to improve boardroom gender diversity. The 5th edition of the Women in the Boardroom report outlines efforts in over 60 countries to increase the number of women occupying board seats.

How to accelerate gender diversity on boards – McKinsey

Slow progress in adding more women to boards has dominated the conversation. But tips from standout companies are more likely to inspire others to take firmer action.

Board Refreshment Trends at S&P 1500 Firms

“Refreshment” is among the most hotly-debated topics across U.S. boardrooms and within the broader corporate governance community. While shareholders, directors, and other market constituents vary as to the reasons for their refreshment concerns, they typically include snail-paced board turnover, sky-rocketing tenures, stagnant skillsets and deficient diversity.

2016 Studies

Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards

Despite modest gains, women and minorities see little change in representation on Fortune 500 boards
This multi-year study published by the Alliance for Board Diversity (ABD), in collaboration with Deloitte for the 2016 census, provides powerful metrics on the slow change of diversity in the boardroom, and may help to guide corporations and advocates toward future improvements in minority and women board participation.

2016–2017 NACD Public Company Governance Survey

Annually, more than a thousand directors and executives participate in the NACD Public Company Governance Survey. They find value in benchmarking their approach in areas such as board structure, composition, education, recruitment, and evaluation year over year, and they use the results to identify opportunities for improvement and validate board priorities for the coming year.

Are Expectations on Board Members Too High? Most Directors Think So.

This article summarizes the results of the 2016 Global Board of Directors  from Survey Spencer Stuart and WomenCorporateDirectors Foundation. 4000+ directors reveal common boardroom attitudes and processes.

Directors’ Alert Ingredients for success: Striking the right balance – Deloitte

This edition of the Directors’ Alert: Ingredients for success: Striking the right balance, highlights some of key challenges and explores potential responses that can be taken to address some of the top issues likely to face boards in 2016.

2016 Global Board of Directors – Survey Spencer Stuart and WomenCorporateDirectors Foundation

In this context, Spencer Stuart, the WomenCorporateDirectors (WCD) Foundation, Professor Boris Groysberg and doctoral candidate Yo-Jud Cheng of Harvard Business School and researcher Deborah Bell partnered together on the 2016 Global Board of Directors Survey, one of the most comprehensive surveys of corporate directors around the world.

Mapping Incoming Boardroom Talent – Heidrick & Struggles

Despite Fortune 500 boards filling a record number of seats with independent directors in 2015, diversity among new directors stalled. Find out the latest trends in boardroom composition, experience, and turnover in the 2016 Board Monitor.

Meeting the Challenge: Diversity, Digitisation & Boardrooms – Harvey Nash

In this context, This year Harvey Nash set out to uncover the impact of new developments with its second annual research on non-executive directors and chairs and answering the following questions: Have boards moved with the changing dynamics? Have they diversified their base of expertise for new challenges? Are appointment procedures more appropriately robust? Have boardrooms kept pace with the increasing demands of digitisation? Which measures should be taken to help restore public faith in the contribution business makes to society?

Technology Survey 2016: Are You Ready? – Harvey Nash

The disruptive impact of technology creates both challenges and opportunities for organisations and technology professionals. Innovation is happening fast, but as technology becomes increasingly influential, the risks also grow. All of this has an impact on careers. New skills are required, different from even five years ago. And the career path of technologists is evolving as the role increasingly focuses on highly visible, revenue-generating projects. These changes, and more, are outlined throughout this report, representing the wave that today’s technology professional has to quickly learn to ride.

2015 Studies

Results of the 2015 Proxy Season in Silicon Valley A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies – Fenwick & West LLP

This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies, provides insight into significant developments related to stockholder voting at annual meetings in the 2015 proxy season, among the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150), as well as the public companies in other industries included in the Bay Area 25 Index (BA 25).

Still Too Few: Women of Color on Boards – Catalyst

In an era of increased efforts to diversify corporate boards, it is tempting to think that women of color would be highly sought after. But this isn’t the case.

Opening the Black Box of Board Appointments: Women’s and Men’s Routes to the Boardroom ESRC | Sapphire Partners | King’s College

A path-finding piece of research that has tracked the experiences of men and women who are seeking non-executive directorships on corporate boards in the UK.

Women on Boards: Where the U.S. Ranks – The New York Times

The United States lags many countries with advanced economies in this category, including those without government quotas.

Women on boards and firm financial performance: A meta-analysis – Academy of Management Journal

We found that female board representation is positively related to accounting returns and that this relationship is more positive in countries with stronger shareholder protections.

2020 Women on Boards Gender Diversity Index – 2020 Women on Boards

An examination of the progress of women corporate directors by state, sector & size of company from 2011-2014.

Women in the boardroom: A global perspective – Deloitte

In Deloitte’s first version, back in 2011, they struggled to find 13 countries with diversity legislation or significant programs. Today, to say they have an embarrassment of riches is an understatement: Deloitte is proud to provide details on 49 countries around the world.

Women in business: the value of diversity – Grant Thornton

There is a moral imperative to get more women on the boards of companies, but what about their financial performance? Do companies with diverse boards really perform better than those run purely by men, which currently dominate the corporate landscape? This study shows the answer is yes: they perform better. Research from the Kellogg School of Management and the Scientific American has shown how heterogeneity can boost decision making. These bodies of work were the catalyst for Grant Thornton to start exploring the impact of diverse boards – to understand the value of diversity in terms of financial performance.

Where Boards Fall Short – Harvard Business Review

Research from HBR suggests that directors believe that boards are falling short and simply put they’re just not working. Even with a host of guidelines from independent watchdogs such as the International Corporate Governance Network, the findings show that most boards aren’t delivering on their core mission: providing strong oversight and strategic support for management’s efforts to create long-term value.

GCs: Adding Value to the C-Suite – BarkerGilmore

The accepted wisdom — that a lawyer who becomes a corporate director has a fool for a client — is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5 percent increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.

Who Runs Silicon Valley: Board of Directors Edition – Lonergan Partners

This report is an in-depth profile of the boards and directors governing the top 150 public companies in technology in the Silicon Valley (the SV150) based on the list created by the San Jose Mercury News.

Governing the Global Company: Oversight of Complexity – The National Association of Corporate Directors (NACD)

This report highlights the necessity for boards to respond to evolving global governance demands in three areas: Board composition, with an emphasis on geographic diversity and international experience; Board processes, including the importance of well-planned agenda development, site visits, and the flow of information into the boardroom; and Directors’ individual capacities and expertise, especially an expanded time commitment and a keen sensitivity to cultural differences.

Strategies to Address Representation of Women Include Federal Disclosure Requirements – United States Government Accountability Office (GAO)

This report examines the representation of women on boards of U.S. publicly-traded companies and factors that may affect it and selected stakeholders’ views on strategies for increasing representation of women on corporate boards. GAO analyzed a dataset of board directors at companies in the S&P 1500 from 1997 through 2014; and conducted interviews with a nongeneralizable sample of 19 stakeholders including CEOs, board directors, and investors. GAO selected stakeholders to reflect a range of experiences, among various factors. GAO also reviewed existing literature and relevant federal laws and regulations.

2014 Studies

Diversifying The Outlook: The X&Y of Biotechnology Leadership – Liftstream

Through analysis of 1,491 biotechnology companies research demonstrated that biotechnology leadership is still heavily male-dominated, with 10 men for every woman in biotech boardrooms and over 50% of all biotechs have exclusively male boards.

2014 Board Practices Report – Perspectives from the Boardroom – Deloitte

Findings show that strategy tops the list of 2015 board priorities, that there is a slight decline in companies approached by a shareholder activist, and that women on boards is increasing, among others.

Every Other One: More Women on Corporate Boards – Committee for Economic Development (CED)

If prominent corporations adopt a target of recruiting women in one of every two board seat openings due to normal retirements and existing female seats are retained, CED believes that 30% participation would likely occur by 2018.

2014 Catalyst Census: Women Board Directors – Catalyst

The Catalyst Research Center for Equity in Business Leadership examines and documents workforce demographics and their impact on employees, companies, communities, and society.

Annual Census of Women Board Directors and Executive Officers – ION

Key statistical data for all Russell 3000 companies headquartered in the US.

2014 Digital Board Director Survey – Russell Reynolds Associates

Board diversity tends to rise notably when firms use a competency-based approach for recruiting and assessing potential directors.

Investor Perspectives: How investors are shaping boards today… and into the future – PwC’s Investor Resource Institute

What’s important to investors, and what do they expect of corporate directors?

Voices Being Heard: 2014 Report – The Board Connection

Significant progress has been made in numerous areas with an overall increase in the percentage of board seats filled by women and a decrease in the companies with no female directors. The data also shows that, while Texas is still behind the national average, the gap is quickly closing.

Diversity on Corporate Boards: How Much Difference Does Difference Make? – The Delaware Journal of Corporate Law

This article seeks to evaluate the case for racial, ethnic, and gender diversity on corporate boards of directors in light of competing research findings.

Trends in Board Composition Over the Past Five Years – Heidrick & Struggles

For five years H&S has sought to capture key characteristics of newly elected independent directors of Fortune 500 companies, track that data from quarter to quarter and year to year, and provide a springboard for discussion of board composition, diversity, and governance. Here is what that data has to tells about trends in director appointments over the past half-decade.

Spencer Stuart U.S. Board Index 2014 – Spencer Stuart

The 29th edition of this venerable publication continues the tradition of examining the latest data and trends in board composition, board practices and director compensation among S&P 500 companies.

How Well Do Corporate Directors – Know Senior Management? – The Conference Board Governance Center

The Conference Board, The Institute of Executive Development, and the Rock Center for Corporate Governance at Stanford University surveyed board members to see how well corporate directors know the senior executives one level below the CEO. Results revealed that, while many interact with senior executives periodically in a boardroom setting, most directors don’t have extensive exposure to them outside of the boardroom nor do they have detailed knowledge about their skills, capabilities, and performance.

GCs In The Boardroom and Beyond – BarkerGilmore and NYSE Governance Services

Today’s General Counsel play an increasingly important role in shaping company strategy and protecting the bottom line, according to results of a recent survey of directors. This survey examines the changing role of General Counsel and perceptions from business leaders. It offers a snapshot of General Counsel in the C-Suite and in the boardroom.

Lawyers and Fools: Lawyer-Directors in Public Corporations – Cornell Law Faculty Publications

The accepted wisdom — that a lawyer who becomes a corporate director has a fool for a client — is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5 percent increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.

2011 Studies

2011 Corporate Board of Directors Survey

This survey from Stanford University’s Rock Center for Corporate Governance and Heidrick & Struggles has uncovered surprises about who makes the best board directors: it’s not necessarily the current CEOs that most companies seek out.

2013 Studies

Women on boards: Are some cities better than others? – The Chicago Network

Corporate boardrooms in Chicago are more gender diverse compared to some major cities, like Los Angeles.

GMI Ratings’ 2013 Women on Boards Survey – GMI Ratings

A broad and detailed assessment of global progress on gender diversity among corporate directors.

Shoot for the moon: with the right board, the sky’s no limit – Ernst & Young

A diverse, well-rounded board of directors can provide long-term perspective to balance management’s focus on the day to day as well as the guidance and discipline needed to balance growth and manage risk.

Pioneering Women on Boards: Pathways of the First Female Directors – Stanford Closer Look Series, Graduate School of Business

An examination of the biographies and professional experiences of the female directors of Fortune 250 companies. How have pathways for women changed? Are the opportunities and obstacles today the same or different?

2012 Studies

Fulfilling the Promise: How More Women on Corporate Boards Would Make America and American Companies More Competitive – Committee for Economic Development (CED)

America is falling behind other nations in promoting women to the highest levels of corporate leadership.

Gender Diversity and Corporate Performance – Credit Suisse Research Institute

A look at the impact of gender diversity from a global perspective by analyzing the performance of close to 2,400 companies with and without women board members from 2005 onward.

Governance Rankings

GMI Ratings

Provides global research coverage of the environmental, social, governance and accounting-related risks affecting the performance of public companies.

2020 Women on Boards Gender Diversity Directory

A database of public and private companies categorized by the gender composition of their boards.

The Weight of America’s Boards

Ranking America’s Largest Corporations by the Governance Capacity of their Boards – 2013 Edition – A uniquely objective perspective regarding the governance capacity of America’s largest corporations.

Deloitte’s Center for Corporate Governance

Supports executives, boards of directors, and others active in the governance by providing them with resources pertaining to current boardroom issues and governance trends.

Institutional Shareholder Services Inc. (ISS)

Provider of corporate governance solutions for asset owners, hedge funds, and asset service providers.

Glass, Lewis & Co.

Provider of governance services that support engagement among institutional investors and corporations through its research, proxy vote management and technology platforms.

National Association of Corporate Directors (NACD)

Provides governance reviews to perform an analysis of your board’s oversight processes and drivers. NACD’s  faculty of sitting board members and renowned subject-matter experts benchmark and compare your board’s oversight practices with NACD’s leading practices and those of peer organizations.

Library

Corporate Governance Matters

David Larcker and Brian Tayan
Pearson Education

Corporate Director’s Guidebook Sixth Edition

Corporate Law Committee
American Bar Association

Corporate Governance and Chairmanship: A Personal View

Adrian Cadbury
University Press

Looking for Smoke Under the Door: The Case for an Actively Engaged Board

David Rhodes, Colin Carter, and Stephen Sutherland
BCG.Perspectives

Three Steps Boards Should Take to Monitor Sustainability

Evan Harvey, Director of Corporate Responsibility at Nasdaq joins host TK Kerstetter
Boardroom Resources, LLC

How Anxiety Affects CEO Decision Making

Mike Mannor, Adam Wowak, Viva Ona Bartkus and Luis R. Gomez-Mejia
Harvard Business Review

A Roadmap to Compensation Chair Succession & Transition

Michael Brittian, Partner with Meridian Compensation Partners joins host TK Kerstetter
Boardroom Resources, LLC

Why Lead Directors Must Establish a Culture of Transparency

Darrell Freeman, Lead Director for AAC Holdings Inc., joins host TK Kerstetter
Boardroom Resources, LLC

What to Watch Now in the World of D&O

Kevin LaCroix
The D&O Dairy

Adapting Your Board to the Digital Age

Hugo Sarrazin and Paul Willmott
McKinsey Quarterly

What is the Board’s Role in Overseeing Talent Development?

Alan Guarino, Compensation Chair, The Chefs’ Warehouse, joins host TK Kerstetter
Boardroom Resources, LLC

2016 Global Board of Directors Survey

Julie Hembrock Daum, Spencer Stuart, and Susan Stautberg, Women Corporate Directors Foundation
Harvard Law School Forum on Corporate Governance and Financial Regulation Forum

Are Boards Designed to Fail?

Adam C. Uzialko
News Daily

Sponsors

Protection For You and Your Assets
An Executive Search Firm with a Proactive Director Candidate Offering Called "Board Select"

Recruiter Directory

Chadick Ellig

DirectWomen

Diversity in Boardrooms

Egon Zehnder

James Drury

Heidrick & Struggles

Korn Ferry

NACD

Russell Reynolds

Spencer Stuart

Trewstar

Board Resume Assistance

How To Write a Board of Directors Resume and Position Yourself For Board Seats

The Talent Advisors: Stress Test Your Board CV

Want a seat on a board? Rewrite your resume

Writing a resume for a board candidacy – Directors & Boards Sponsored by Heidrick & Struggles

New Board Member Resources

The Five Most Common New Director Questions – Advice for First-Time Board Directors on Getting a Strong Start – Spencer Stuart

Guide for First Time Board Directors – Nurole

General Board Resources

Stanford’s Corporate Governance Research Initiative

Deloitte’s Center for Corporate Governance

Harvard Law School Forum on Corporate Governance and Financial Regulation

EY Center for Board Matters

PwC’s Center for Board Governance

Practicing Law Institute

Society of Corporate Secretaries and Governance

Equilar: Shareholder Engagement Report

Committee Resources

Audit

May 2017 Deloitte Audit Committee Brief

January 2017 Deloitte Audit Committee Brief

December 2016 Deloitte Audit Committee Brief

November 2016 Deloitte Audit Committee Brief

October 2016 Deloitte Audit Committee Brief

September 2016 Deloitte Audit Committee Brief

August 2016 Deloitte Audit Committee Brief

July 2016 Deloitte Audit Committee Brief

June 2016 Deloitte Audit Committee Brief

May 2016 Deloitte Audit Committee Brief

KPMG Audit Committee Institute

Deloitte Audit Committee Resource Guide

Deloitte Audit Committee Briefs

E&Y Audit Committee Resources

NYSE Governance Services’ Audit Committee

Cybersecurity and the role of internal audit: An urgent call to action

Audit Committee Brief

Compensation

CEO Compensation

7 Characteristics of Highly Effective Compensation Committees

Executive Incentive Plans Drop TSR As Debate Continues

The 20 Highest-Paid S&P 500 Boards of Directors

Executive Compensation Plans That Maximize Shareholder Value

What Should Directors Think About When it Comes to Compensation Governance?

Current Trends for Compensation Committees

NACD Highlights from the 2015-2016 Director Compensation Report

Compensation Advisory Partners Practical Guide to Compensation Committee Service

Equilar Benchmarking

Equilar Board Fees Report

NACD Blue Ribbon Commission on Compensation Committee

The Role of Proxy Advisory Firms on Executive Compensation

NYSE Governance Services’ Compensation Committee

Fenwick & West LLP’s Compensation Committee Best Practices

Wachtell, Lipton, Rosen & Katz’s Compensation Committee Guide

Nominating/Governance

NYSE Governance Services’ Nominating/Governance Committee

Wachtell, Lipton, Rosen & Katz’s Nominating and Corporate Governance Committee Guide

Diversity

2020 Women on Boards Gender Diversity Directory

Nonprofit Board Resources

Boardserve NYC

BoardSource

Bridgestar

VolunteerMatch

National Council of Nonprofits

The Center for Association Leadership (ASAE)

The Foundation Center

Subscriptions & Newsletters

Board Matters Quarterly Archives – EY Center for Board Matters

C-Suite: An Equilar Publication – Issue 21, Fall 2016: All on Board

Directors & Boards Newsletter

KPMG Directors Quarterly Newsletter

NYSE Corporate Board Member Magazine

Stanford Closer Look Series

The Conference Board’s Director Notes

Law firms that issue client alerts on corporate governance issues

Latham & Watkins LLP

Sidley Austin LLP

Skadden, Arps, Slate, Meagher & Flom LLP

Weil, Gotshal & Manges LLP

Governance and credit-rating agencies that issue research reports

Institutional Shareholder Services

MSCI ESG Research

Activism

Winning a Proxy Fight—Lessons from the DuPont-Trian VoteHarvard Law

2015 Shareholder Activist Landscape An Institutional Investor PerspectiveFIT Consulting

The Evolving Landscape of Shareholder ActivismSullivan & Cromwell

How Different Types of Activists Interact with Companies, How Activists are Targeting Compensation in Today’s Campaigns, Dealing with Activist Shareholders, and Q&ASpler Brossy Consulting Group, LLC

The activist revolution: Understanding and navigating a new world of heightened investor scrutinyJ.P. Morgan

How to Outsmart Activist InvestorsHBR

Shareholder Activism: an Engagement OpportunityHarvard Law

Dealing With Activist Hedge FundsHarvard Law

Top 10 Topics For Directors in 2015Akin Gump Strauss Hauer & Feld LLP

Unlocking Value: The Positive Role of Activist Hedge FundsSimmons & Simmons

Does the Composition of a Company’s Shareholder Base Really Matter?Stanford

The Activism of Carl Icahn and Bill AckmanThe Conference Board