It’s that time of year again… The New Year always brings about time for reflection and renewal. Yet, before we can barrel into 2017, we (here at Boardroom Resources) feel it prudent to pump the brakes and tip our hats to the best episodes of 2016.
From the Commonsense Corporate Governance Principles and the presidential election to great strides in shareholder engagement, 2016 was an eventful year. We welcomed 55 knowledge experts across 52 episodes to share their specialized board perspectives and insider insights on the “big screen.” We thank everyone for tuning into Inside America’s Boardrooms last year, and we look forward to continuing the same great boardroom discussions—along with many new ones—in 2017.
The Boardroom Resources team used views, feedback, shares, likes, and requests for additional information to rank shows airing from January to November 2016. Back by popular demand, here are our top episodes from 2016 in descending order.
10. Is Your Proxy an Effective Board Communication Tool?
Guest: Ron Schneider, Director, Corporate Governance Services at Donnelley Financial Solutions
Creeping into the Top 10, Ron Schneider imparts his expertise regarding the increasingly important proxy statement. In this episode, Schneider shares best-in-class examples from the most recent proxy season and outlines three ways boards can make their 2017 proxy more effective. Episode details.
9. Are Today’s Corporate Directors More Personally Liable?
Guest: Katherine Henderson, Partner, Wilson Sonsini Goodrich & Rosati
Now, more than ever, corporate directors are finding themselves named in lawsuits. Oftentimes, M&A activity or major decisions from the company or board level seems to involve some form of legal action. In this episode, Wilson Sonsini’s Katherine Henderson answers two very important questions for board members: (1) What’s the level of personal liability for directors on public boards? (2) How can their liability be mitigated? Episode details.
8. Capital Allocation: Repurchase Shares or Pay Dividends?
Guest: Paula Loop, Leader of PwC’s Governance Insights Center
Perhaps too often overlooked, capital allocation remains a critical topic for boards and their companies. In this episode, Loop focuses on the strategic issues surrounding companies that are repurchasing shares or paying dividends. She also discusses the short-term versus long-term ramifications all boards should consider when planning their capital allocations. Episode details.
7. Three Areas Where Boards Can Improve Performance
Guest Host: Ty Francis, EVP & Group Publisher, Ethisphere Institute
Our favorite guest host breaches the Top 10 list in his very first appearance on Inside America’s Boardrooms. With TK Kerstetter in the hotseat, Ethisphere’s Ty Francis inquires about the three critical areas where boards can improve their performance. Kerstetter references the statistic from PwC’s Annual Corporate Directors Survey, which reported that 39% of directors feel that at least one fellow board member should be replaced. Episode details.
6. Should Audit Committees Have More Than One Financial Expert?
Guest: Cindy Fornelli, Executive Director of the Center for Audit Quality
The debate of whether you should have more than one financial expert on your audit committee has existed since it was mandated by the regulators and exchange listing requirements. In this episode, Fornelli explores the pros and cons of multiple financial experts and discusses the importance of recruiting members with the right skill sets. Episode details.
5. Insights: PwC’s Annual Corporate Directors Survey
Guest: Paul DeNicola, Managing Director, PwC’s Governance Insights Center
Every year, we wait in suspense for the results of PwC’s Annual Corporate Directors Survey. Each new report delivers updated statistics as directors share opinions and rate their board’s performance. While this episode discusses highlights from the 2015 data, we recently posted a new episode exploring the Survey’s 2016 data. In both episodes, Paul DeNicola hits the high points with topics ranging from board diversity and peer performance to CEO succession and risk oversight. Episode details.
4. Resolving Tensions Between the General Counsel, CEO & Board
Guest: Ben Heineman, Jr., Former SVP & General Counsel, General Electric
In this episode, our larger-than-life guest—the renowned Ben Heineman, Jr.—reflects on the evolution of internal counsel and the forces at work in today’s corporations. With a new book out this year, Heineman hits the high points and explains how GCs, CEOs, and the board can navigate the partner-guardian relationship. Episode details.
3. How Boards Can Effectively Oversee Enterprise Risk Management
Guest: Michael Montelongo, Board Member with Herbalife, Ltd.
Risk oversight is one of the board’s core duties. Yet, experts today wonder whether the task of overseeing enterprise risk management (ERM) has grown too complex for boards to monitor—particularly with the upswing in cyber risk. In this episode, Montelongo outlines an ERM framework for boards, which operates as both an internal roadmap and a tool for shareholder engagement. Episode details.
2. Three Steps Boards Should Take to Monitor Sustainability
Guest: Evan Harvey, Director of Corporate Responsibility at Nasdaq
Sustainability and ESG reporting is quickly becoming a critical topic on the board agenda; yet, we often find that it’s misunderstood or overlooked. In this episode, Harvey defines sustainability for boards and outlines the steps they should be taking to monitor ESG metrics. “With investors making decisions based on sustainability metrics,” says Harvey, “boards would be wise to consider these data metrics in their own operations.” Episode details.
1. Key Steps to Building an Effective Board
Guest: Richard Leblanc, Associate Professor of Governance, Law & Ethics at York University
Claiming our #1 spot for 2016, crowd-favorite Richard Leblanc makes his Inside America’s Boardrooms debut to discuss the key steps for creating a great board—an episode that touches board leadership, board evaluations, recruitment and composition. Viewers can expect a return appearance from Leblanc in 2017 as we will hit the high points of his new book, a comprehensive guide to the corporate governance landscape. Episode details.
Honorable Mention: Investors Board Performance Review
Guests: Vanguard, BlackRock, CalSTRS, ISS, Glass Lewis, NYC Pension Funds, Trian Partners, Spotlight Advisors, Council for Institutional Investors
In a special three-part series, the Investors Board Performance Review (Part 1, Part 2, and Part 3) is perhaps the most valuable resource we produced in 2016. Gathering together top institutional investors, proxy advisors, and activists, we asked each to give their feedback on board performance. What are boards doing well? How can they improve? What are your expectations for shareholder engagement? We highly recommend this series (co-produced by PwC), as we guarantee the insights will be worth your time. Details.
Happy New Year to all. Cheers to many great boardroom discussions to come in 2017!