Inside America’s Boardrooms

Diligent has launched a new Climate Leadership Certificate Program, which empowers board members and executives to better oversee climate risk and strategy. As pressures from regulators, investors and shareholders increase, corporate leaders are seeking education on ESG issues with climate change at center stage.

In this episode, Dottie Schindlinger shares more about the Climate Leadership Certificate Program, which was developed in partnership with industry leaders like Glass Lewis.

• What is the curriculum and format of the program?
• What topics/courses will be covered along the way?

One of the board’s most important functions is to oversee and approve management’s future direction of the corporation. The board’s role in the strategic planning process will vary depending on how a CEO chooses to incorporate them in the process.

In this episode, Alisa Norris overviews the role of a Strategic Planning Committee.

• What’s the role of the board in strategic planning?
• What is the charge of the Strategic Planning Committee?

Board composition is garnering more attention lately as investors continue to focus on ESG — and as the SEC prepares to launch new rules around cyber security and climate (with human capital management to follow). Recent research conducted by The Conference Board, together with a host of partners, looked at board composition from various angles examining diversity, experience and effectiveness.

In this episode, Paul Washington reviews the report findings:

• Which board skill sets are in decline?
• How has the role of board specialists evolved (e.g., cybersecurity, finance, human resources)?
• How does Washington differentiate and prioritize hard skills vs. soft skills?

Risk management oversight is a core responsibility for corporate boards. This duty has grown more challenging every year with the introduction of cyber risk and now ESG and related social issues.

In this episode, Caron Sugars outlines best practices for structuring risk oversight at the board level.

• How do most Australian boards structure their risk management oversight duties, particularly in regards to board committees?
• Where are board issues like cyber or climate risk typically housed?
• What advice does Sugars offer around crisis planning?

Throughout the last two years, cyber risk has received less attention as most boards focused on a medley of other pandemic and social challenges. However, in the 2022 What Directors Think report, board members ranked cybersecurity as the number one “most challenging issue to oversee.”

In this episode, Matt Gorham reviews the current cyber threat landscape and offers some cyber risk management guidance for boards:

• In the current landscape, what kinds of cyber incidents are most common, or most damaging, to company operations and the bottom line?
• What advice does Gorham offer boards in their cyber risk oversight role?

While many companies still struggle to get their arms around ESG, others have taken big steps towards integrating ESG into their corporate strategy. This two-part series specifically explores the board's role in aligning and integrating the two.

In Part 1, guest host Rebecca Corbin speaks with Vicente Reynal about building momentum in the early stages of an ESG program.

• What are the keys to aligning ESG with corporate strategy?
• What is the board's role in overseeing and supporting ESG?

Since the introduction of ESG to corporate America, many boards have struggled to define their role in ESG integration, whether integrating ESG into corporate strategy or the fabric of the organization.

In this episode, Tracey-Lee Brown shares insights from a recent guide developed to help corporate directors understand their role in overseeing ESG implementation.

• What is the corporate director’s role in overseeing ESG integration?
• What questions should boards be asking with respect to ESG and corporate strategy?

For the last decade, companies have been required to disclose executive pay and performance information compared to a peer group. Regular debates continue as to whether “Absolute” TSR (Total Shareholder Return) or “Relative” TSR is the truer representation of performance for executive compensation calculations.

In this episode, Tom McNeill looks at the definitions and pros & cons of both executive compensation measures.

• What are the pros and cons of Absolute TSR vs. Relative TSR?
• How should compensation committees resolve the Absolute vs. Relative TSR debate?

Audit committee charters often include risk oversight duties. Yet, today’s risk landscape has grown increasingly complex with the threat of cyber risk and emerging ESG risks. How can audit committees stay ahead of the curve?

In this episode, Tim Copnell overviews the current landscape with respect to audit committee charters:

• What “new” risks are finding their way onto audit committee agendas?
• How are cybersecurity and ESG risks being handled across boardrooms?
• How can audit committees stay ahead of the curve?

The U.S. Securities & Exchange Commission (SEC) is committed to maintaining fair and stable capital markets. The regulatory policies they enforce impact every company – which is why an inside scoop can be valuable.

In this episode, Troy Paredes, former SEC Commissioner and guest regulatory host of Inside America’s Boardrooms, sits down with current SEC Commissioner Caroline Crenshaw to discuss the SEC rulemaking process and how a commissioner goes about determining the regulations needed.

• What are the current priorities at the SEC?
• How can the SEC create a predictable regulatory environment so public companies can better plan for the future?
• What can boards do to help SEC Commissioners be more effective in performing their duties?

In its simplest form, modern governance is defined as the practice of empowering leaders with the technology, insights and processes required to fuel good governance. It’s now more important than ever to translate this model into an actionable framework for quick, strategic decision-making.

In this episode, Lisa Edwards looks at ways organizations can use modern governance to keep up with the pace of business today.

• What is “modern governance” and why is it important to corporate directors?
• Are there examples of boards using technology to improve their effectiveness in oversight and/or to support strategic decisions?

Every year Spencer Stuart conducts a survey of Nominating & Governance (Nom/Gov) Chairs at large- and mid-cap companies to understand their agendas and priorities for the year ahead. What board recruitment trends have emerged from 2022?

In this episode, Kathleen Tamayo reviews the findings from their 2022 survey and draws implications for boards on the topic of talent and recruitment.

• What is the top priority for Nom/Gov Chairs in the coming year?
• What skills have Nom/Gov Chairs prioritized in their recruitment efforts?

With the impact of the pandemic subsiding, companies are revisiting board and executive pay packages — many of which were altered throughout Covid-19. What trends have compensation experts observed when it comes to director pay?

In this episode, Chris Havey, Partner with Meridian Compensation Partners, looks at both the current state of board pay and the months ahead.

• What trends is Havey observing in director pay?
• How does Havey advise companies to determine fair compensation for board performance and oversight?

For 19 years, Corporate Board Member has surveyed director opinions for their annual report titled “What Directors Think.” This year, the Diligent Institute has again partnered on this survey to examine this simple question from many angles: What’s keeping directors up at night?

In this episode, Melanie Nolen and Dottie Schindlinger share highlights from the 2021 What Directors Think report:

• What are key takeaways from the 2021 research?
• What does board oversight of culture look like heading into 2022?
• Are companies integrating ESG into executive compensation plans?

Even with ESG top of mind for many investors, not all Wall Street constituencies seem to have embraced the stakeholder-centric business model. At times, corporations still must navigate discrepancies between investors’ ESG targets and Wall Street’s expectations.

In this episode, David Larcker examines ESG’s “seven myths” and Wall Street’s commitment to the stakeholder capitalism paradigm.

• What are the seven myths of ESG?
• Why does a portion of Wall Street (including analysts) appear stuck on the shareholder-centric model?

Before the pandemic, chief legal officers and corporate secretaries were already navigating challenging waters. Institutional investors were increasingly pushing their weight around by withholding votes on directors. In the last three years, this challenge has acquired several layers: a global pandemic, remote workforce, concentrated ESG push, and demand for more action against social injustice.

In this episode, David Yawman discusses how worldwide health and social issues have impacted relationships between the GC, corporate secretary and the board.

• How has the pandemic, strong ESG pressures and recent social justice issues impacted the GC and corporate secretary’s relationship with the board?
• Should the board play a role in hiring the company’s chief legal officer?

Just as every employee and business line undergoes a performance evaluation, so too should each member of the board. And many boards still have room for improvement when it comes to their board evaluation process.

In this episode, Jon Foster shares his tips for successful board evaluations learned from serving on 30+ boards throughout his career.

• What are Foster's top three pieces of advice for improving board evaluations?
• How does Foster reconcile the low rates of refreshment?

Not too long ago, we saw marked differences between the composition of large-cap, mid-cap and small-cap corporate boards. The most recent Spencer Stuart S&P MidCap 400 Board Report shows that may be changing.

In this episode, Ann Yerger shares highlights from their S&P MidCap 400 survey and compares them to the S&P 500 survey results.

• What were key takeaways from Spencer Stuart’s S&P MidCap 400 survey?
• How do mid-cap boards compare to their large-cap counterparts?

As new regulations unfold and the risk landscape evolves, Governance, Risk & Compliance (GRC) issues are demanding more time from boards and management teams. What does effective GRC oversight look like from the board level?

In this episode, Michael Montelongo, Board Member with Conduent Inc. & Civeo Corp. and CEO of GRC Advisory Services, offers guidance to boards:

• Is the board properly organized to oversee the company’s array of risks?
• Does management accurately identify and rank its risks (in terms of seriousness and priority)?

When economic conditions change drastically in a mid-year cycle, it creates obvious challenges for management and boards who must reevaluate planning and projections. Executive compensation and bonus plan is one board process that is often affected.

In this episode, Jim Kzirian, offers advice to compensation committees in light of recent economic conditions.

• What kind of discussions should compensation committees have about potentially tweaking executive pay and bonus plans given current economic conditions?
• Are there acceptable methods for awarding great performance in a down cycle where stock price has underperformed?