The National Association of Corporate Directors, in partnership with Marsh & McClennan Companies, has published a report outlining a practical approach to advancing board oversight of digital transformation and emerging technologies.

The report is available by downloading from the NACD website at no charge.

“This report includes fresh, primary research and one-on-one interviews with leading directors and experts and identifies five foundational principles that will help directors navigate the complexities of artificial intelligence, blockchain, the Internet of Things, robotics process automation and more,” the organization says on its website. “Each principle includes specific recommendations to help directors avoid potential pitfalls, spot red flags, and formulate and adopt a more cohesive oversight approach.”

Download the report.

A brief published by the National Association of Corporate Directors takes a serious look at the critical interaction between the general counsel and the board during a crisis.

The information contained in the brief was captured from an in-depth discussion of Fortune 500 board leaders.

The publication, titled “Communicating in Times of Crisis: Insights From Fortune 500 Committee Chairs,” can be downloaded from the NACD website at no charge.

It addresses the question: How can the general counsel manage the timing of communications with stakeholders and balance the need for transparency with the organization’s risk appetite—amid an ongoing investigation?

Download the brief.

General Electric has announced a shakeup that’s unusual in corporate America, disclosing an overhaul to its board that included the departure of eight directors, the nomination of three new members and an eventual change next year in its independent lead director, The Washington Post reports.

“The announcement, which follows a precipitous fall in its share price in recent months and weeks of troubling headlines for investors, was first discussed by new CEO John Flannery in November and had been expected,” writes reporter Jena McGregor. “If shareholders approve the nominees, the industrial giant will have just 12 directors — far closer to the average size board and 33 percent smaller than the 18-member board it had a year ago.”

She adds that the revamp is an example of the kind “of overhaul advisers on governance and board recruitment say is extremely rare, if well overdue at the embattled company.”

Read the Post article.

Jones Day has published a white paper that addresses some of the most prominent Foreign Corrupt Practices Act-related compliance priorities requiring the attention of board members.

Those priorities include ensuring that corporate management is completely committed to compliance efforts, risk assessment, training relative to processes and policies, third-party due diligence, and similar concerns.

“The United States Department of Justice, the U.S. Securities and Exchange Commission, and non-U.S. governments and agencies have recently emphasized their continued commitments to pursuing both corporate and individual violators of the Foreign Corrupt Practices Act,” the firm says in an introduction to the paper. “Given this ongoing emphasis, corporate board members have particularly important roles to play in overseeing compliance and anticorruption programs in place at the companies they serve.”

Read the white paper.

The National Association of Corporate Directors (NACD) has published a report titled “Culture as a Corporate Asset: Translate Values into Value,” the topic of this year’s NACD Blue Ribbon Commission Report.

Just released at the 2017 NACD Global Board Leaders’ Summit, the report provides directors with the following information:

• A definition and key characteristics of organizational culture
• Priorities for action for the entire board and committees
• 10 strategic recommendations for overseeing culture

Organizations with strong, positive cultures have been shown to outperform their peers in customer satisfaction, quality, productivity, and profitability, the NACD says on its website. The absence of a healthy culture can create or increase many types of risks.

Yet, in a recent NACD survey, less than half of directors reported that their boards assess alignment between their company’s purpose, values, and strategy. And only 50 percent say they understand the “buzz at the bottom” — how culture actually translates into norms and behavior among rank-and-file employees.

Download the complimentary report.

The National Association of Corporate Directors has published a guide to leading practices for key committee succession planning and new-director onboarding.

The guide is available from the NACD’s website at no charge.

Download the resource.

The National Association of Corporate Directors has published a guide that reviews the three main indicators of an effective partnership between the general counsel and the board. The guide is available for free downloading.

Those three indicators include:

• aligned role expectations
• open and direct communication
• enhanced dialogue on risk oversight

Over the past few years, the role of the general counsel has grown in both scope and stature, the NACD says on its website. Once seen purely as legal advisors, many general counsel now spend much of their time serving as strategic advisors, regularly providing strategic direction to the CEO and to the board of directors.

General counsel should recognize that directors’ expectations of them go beyond their traditional legal role and that their unique legal and ethical perspective strengthens their ability to help mitigate organizational risk.

Download the guide.

The National Association of Corporate Directors has introduced the its new Strategic-Asset GC initiative, which recognizes the unique position general counsel hold relative to their boards of directors.

The new NACD initiation provides an exclusive view into how today’s general counsel are helping to craft boardroom strategy.

This NACD effort will aim to provide general counsel with valuable insights from directors, subject-matter experts, and fellow general counsel in order to help identify effective strategies for continued partnership. Led by a General Counsel Steering Committee, The Strategic-Asset GC initiative will include a quarterly webinar series, resources, and peer-to-peer events.

Sign up for access.

The National Association of Corporate Directors has made available a free executive summary of “Director Essentials: Strengthening the Oversight of M&A.”

“With more than 40,000 mergers and acquisitions transacting annually, boards need to stay up to date on trends,” the company says on its website.

“Director Essentials: Strengthening the Oversight of M&A” is designed to help general counsel:

• provide guidance on director responsibilities;
• develop parameters for M&A review; and
• prepare directors to ask management the right questions.

The full publication is available exclusively to NACD members, but anyone may download a complimentary copy of the executive summary.

Download the summary.

A widening criminal probe casts new light on a bitter defeat hedge fund activist Bill Ackman suffered in his 2009 bid for board seats at U.S. retailer Target Corp, Reuters is reporting.

Target for years has paid proxy solicitor Georgeson LLC to track the votes of its top investors, writes Ross Kerber. Now five current and former Georgeson employees have been charged with fraud for using bribes to get advance voting information on proxy battles.

“The same tactics cited in the criminal complaint were used to help Target defeat Ackman in 2009, according to a former Georgeson employee turned whistleblower. Ackman, who runs hedge fund Pershing Square Capital Management, failed in the high-stakes battle to install his own slate of directors at Target and change its business direction,” according to the report.

The whistleblower told Reuters that he told regulators about alleged bribes that were being used to gain advance access on how investors were voting.

Read the article.

The National Association of Corporate Directors (NACD) recently released Director Essentials: Preparing the Board for Shareholder Activism and provides an executive summary of the report for free download.

As year-round shareholder activism becomes the new norm in the American boardroom, directors are called upon to prepare for and respond to any possible activist challenges, the NACD reports. The new publication is designed to equip directors with the knowledge and tools they need to address this challenge.

This report includes information on trends in activist campaigns, types of investors and their methods of influence, and the board’s role in preparing for and responding to an activist campaign.

The full publication is available exclusively to NACD members, but the executive summary is freely available.

Download the executive summary.

Image by NY Photographic

Chief executives of the biggest U.S. corporations saw their pay rise in 2015 at the slowest rate in seven years, but it’s not because their boards were suddenly getting tough, according to a study by ISS Corporate Solutions and reported by Reuters.

Companies’ allocations for pensions fell substantially last year, a result of rising bond yields and anticipation of the U.S. Federal Reserve’s first interest-rate hike in nearly a decade.

“The smaller pension component – a theoretical amount, to be paid in the future – has eaten into the value of total compensation packages and muddied the closely scrutinized relationship between company performance and executive pay,” writes Sai Sachin R.

“At 0.1 percent, the median pay rise in 2015 for the CEOs of more than 300 of the S&P 500 companies was the smallest since the financial crisis and a sharp decline from the 12.9 percent hike of 2014, data from ICS shows.”

Read the report.

The amount of time board directors spend on their work and commit to strategy is rising, but in a new McKinsey Global Survey, few respondents rate their boards as effective at most tasks or report good feedback or training practices, according to an article on McKinsey’s website.

“Directors say they dedicate more time now to their board duties than ever before and that, since 2011, they’ve cut in half the gap between the actual and ideal amount of time they spend on board work,” the report says. “In the newest McKinsey Global Survey on corporate boards, the results confirm that strategy is, on average, the main focus of many boards. Yet directors still want more time for strategy—more than any other area of their board work—when they consider its relative value to their companies.”

Read the article.