Publications

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2004

  1. 2004 Top Executive Compensation Report

    October 2004 | Research Report

    This annual report provides an overview of the practices of 2,896 publicly traded companies in 14 major industry categories.

2005

  1. 2005 Top Executive Compensation Report

    November 2005 | Research Report

    An analysis of the compensation of the five highest-paid executives in 3,143 publicly traded firms in 2005

2006

  1. 2006 Top Executive Compensation Report

    October 2006 | Research Report

    This annual report provides an analysis of the compensation of the five highest-paid executives in 3,075 publicly traded firms in 14 major industry categories in 2005.

2007

  1. 2007 Institutional Investment Report

    February 2007 | Research Report

    Despite market declines between 2000 and 2002, by 2005 institutional investors had regained much of their lost ground, both in total assets and in equity ownership control in U.S. markets.

2008

  1. 2008 Institutional Investment Report

    September 2008 | Research Report

    Institutional investors have continued their long-term trend toward more aggressive equity investing while reducing their bond holdings, with assets since 1980 rising tenfold to $27.1 trillion in 2006.

2009

  1. 2009 Directors' Compensation and Board Practices Report

    March 2010 | Research Report

    This report analyzes director compensation and board structures in U.S.-based public companies based on proxy data through May 2009 from 2,436 companies and the results of a 2009 survey of corporate secretaries by The Conference Board.

  2. 2009 Top Executive Compensation Report

    December 2009 | Research Report

    This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest-paid executives for specific revenue and industry groups.

  3. 2009 Top Executive Compensation Report

    December 2009 | Key Findings

    This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest-paid executives for specific revenue and industry groups.

2010

  1. 2010 Institutional Investment Report: Trends in Asset Allocation and Portfolio Composition

    November 2010 | Research Report

    The annual Institutional Investment report provides a comprehensive analysis of the asset growth and portfolio composition of institutional investors operating in the United States.

  2. 2010 U.S. Directors' Compensation and Board Practices Report

    October 2010 | Research Report

    The 2010 U.S. Directors’ Compensation and Board Practices Report analyzes findings from a survey of 279 corporate secretaries administered by The Conference Board in May and June 2010.

  3. 2010 U.S. Top Executive Compensation Report

    November 2010 | Research Report

    This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest-paid executives for specific revenue and industry groups.

  4. 2010 U.S. Top Executive Compensation Report

    November 2010 | Key Findings

    This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest-paid executives for specific revenue and industry groups.

2011

  1. 2011 CEO Succession Report

    July 2011 | Research Report

    This report documents and analyzes succession events of chief executive officers (CEOs) of S&P 500 companies.

  2. 2011 Enterprise Risk Management Conference KeyNotes Report

    February 2012 | Conference KeyNotes

    Enterprise Risk Management (ERM) is evolving beyond compliance to become a more integral part of strategy.

  3. 2011 U.S. Director Compensation and Board Practices Report

    November 2011 | Research Report

    This report analyzes findings from a 2011 survey of 334 companies issuing equity securities registered with the U.S. SEC and provides benchmarking information on the compensation awarded to individual board members in FY2010 and on board practices.

  4. 2011 U.S. Top Executive Compensation Report

    September 2011 | Research Report

    This report examines salary, total cash compensation, total compensation, and the mix of compensation elements for the CEO and the five highest-paid executives for specific revenue and industry groups.

2012

  1. 2012 Succession Management Conference KeyNotes Report

    December 2012 | Conference KeyNotes

    Talent managers should incorporate new neuroscience research into their leadership development strategies and work to promote succession management from an human resources service to a core business strategy.

2013

  1. 2013 Succession Management Conference KeyNotes Report

    November 2013 | Conference KeyNotes

    Succession management should be integrated into every phase of strategic planning, not isolated as an HR activity. If not, the organization may not take it seriously.

A

  1. Achieving Pay for Performance

    December 2012 | Director Notes

    This report discusses the three dimensions of pay for performance, demonstrates how to measure them using historical pay data, and presents a simple pay plan that achieves perfect pay for performance using annual grants of performance shares.

  2. Achieving Resilience: A Systems Approach

    September 2011 | Executive Action Report

    A new approach to emergency preparedness is oriented toward systems and seeks resilience based on the realization that it is impossible to protect communities and organizations against crisis in a vacuum.

  3. Achieving Resilience: Establishing Networks—Before the Crisis Comes

    September 2011 | Executive Action Report

    Having a network in place in advance of a crisis can provide a critical boost to achieving resilience.

  4. Achieving Resilience: Planning for Flexibility during Crisis

    September 2011 | Executive Action Report

    Planning and preparation are as essential as ever, but now they must be flexible, incorporating the capacity to respond to unique developments in a crisis.

  5. Achieving a Successful Annual Meeting

    January 2013 | Director Notes

    Responsibility for successful annual general meetings rests with each company’s management and board. Both should ensure the meeting informs and educates stakeholders on the links between governance and business strategy.

  6. Activism and the Move toward Annual Director Elections

    December 2011 | Director Notes

    This report documents the extent to which activism pushes corporations to implement annual elections and compares the influence different forms of activism.

  7. After Enron It's Back to Basics: 10 Questions Boards of Directors Need to Ask

    June 2002 | Executive Action Report

    The adversarial history of corporate governance, the responsibilities required of directors, effective board processes, and red flag processes.

  8. Answering The Conference Board CEO Challenge® 2012: Innovation Leads, Uncertainty Lingers

    May 2012 | Council Perspectives

    Is today’s C-suite taking full advantage of its organization’s quality executives and function as a way to answer its most pressing challenges?

  9. Answering the 2011 CEO Challenge: Accelerating Growth through Quality

    June 2011 | Council Perspectives

    This Council Perspective examines the role the quality function can play in meeting the top challenges identified in the latest edition of The Conference Board CEO Challenge™, an annual survey of top executives.

  10. Answering the CEO Challenge: How Quality Can Drive Profitable Growth across the Organization

    April 2010 | Council Perspectives

    Results of The Conference Board 2010 CEO Challenge survey point to an increased global focus on corporate reputation for quality, one of the original drivers of the quality management movement.

  11. Are You In or Out? In-House vs. Outside Counsel

    January 2006 | Executive Action Report

    Many small and mid-size companies are switching to in-house counsel to combat ballooning fees. This can have positive effects beyond saving money.

  12. Are You Too Young—or Too Old—to Be a CEO?

    October 2011 | The Conference Board Review

    When looking for a new top executive, the assumption that direct prior experience in a comparable role is a prerequisite to success is just that—an assumption. It’s natural to first look for the obvious candidate, but evidence shows no advantage.

  13. Assessing Pay for Performance

    October 2011 | Director Notes

    This report explores five interpretations of the “pay for performance” concept, presents a practical way to measure it, and offers questions for directors to consider to assess and improve pay for performance at their company.

  14. Activism of Carl Icahn and Bill Ackman

    May 2014 | Director Notes

    It is increasingly important for directors to understand the governance failures that attract activist investors and the tactics activists use to advance investor arguments for changes in target companies.

B

  1. A Brief Overview of Corporate Governance Reforms in India

    December 2010 | Director Notes

    It remains to be seen whether India’s recent voluntary corporate governance measures will become mandatory for all companies through a revision of the Companies Act.

  2. Beyond Compliance: The Future of Risk Management

    January 2005 | Executive Action Report

    According to recent interviews with business managers, Enterprise Risk Management is gaining ground as a comprehensive approach for evaluating activities and assessing a multitude of risks associated with conducting business.

  3. Board Accountability in the Current Governance Landscape

    December 2013 | Director Notes

    Institutional investors are looking more deeply into boardroom activities and are more willing to target individual directors deemed responsible for policy failures or poor performance.

  4. Board Diversity and Director Qualifications

    August 2010 | Director Notes

    This is the third in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure reform.

  5. Board Diversity in U.S. Corporations: Best Practices for Broadening the Profile of Corporate Boards

    January 1999 | Research Report

    Board diversity, according many senior executives should be considered in the context of improving shareholder value.

  6. Board Leadership Structure

    August 2010 | Director Notes

    This Director Notes is the second in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure

  7. Board Oversight of Management’s Risk Appetite and Tolerance

    December 2012 | Director Notes

    This Director Notes analyzes the handicaps created by current risk oversight and assurance approaches and tools, highlights six goals for boards in executing their risk oversight duties, and provides practical advice for directors on how to achieve them.

  8. Building Risk Awareness into Performance: Integrating ERM and Performance Management

    September 2009 | Key Findings

    This report explores the reasons behind the lack of ERM and performance management integration through an examination of the results of a survey of 97 senior executives.

  9. Business Conduct Codes: Why Corporations Hesitate

    January 2002 | Executive Action Report

    A survey of companies looks at how sensitive the issue of code and guideline endorsement is for corporations and why.

  10. Board Evaluation Process in the UK and Selected Continental European Countries

    November 2011 | Council Perspectives

    This Council Perspectives examines the differences in practices and requirements between several European countries including the UK regarding board evaluations and individual committee evaluations, and includes samples.

  11. Board’s Role in Cybersecurity

    March 2014 | Director Notes

    To protect finances, liability, reputation, and future growth, corporate boards must ensure that their companies have appropriate processes in place to manage cyber risk in their business.

C

  1. A Closer Look at Negative Say-on-Pay Votes During the 2011 Proxy Season

    July 2011 | Director Notes

    More than 2,200 Russell 3000 ® Index companies have held say-on-pay votes this annual meeting season. This report analyzes the results of votes held through June 17, 2011, across several metrics.

  2. A Closer Look: Reassessing executives' value in a changing economy

    October 2011 | The Conference Board Review

    In this rocky economic landscape, those responsible for assessing and valuing C-suite talent are assessing candidates with fresh eyes.

  3. CEO Challenge 2006: Perspectives & Analysis

    June 2006 | CEO Challenge®

    Summary and analysis of findings from this year's CEO Challenge Survey.

  4. CEO Challenge 2008: Top 10 Challenges – Financial Crisis Edition

    November 2008 | CEO Challenge®

    This special Financial Crisis Edition highlights differences between the original CEO Survey responses and the updated responses, and compares results between the United States, Europe, and Asia.

  5. CEO Challenge Reflections: How Socio-Economic Change Is Shaping Business Sustainability in China

    November 2011 | Executive Action Report

    For CEOs in China, the challenge of sustainability was ranked higher than anywhere else in the world. But how will business meet this challenge?

  6. CEO Succession Planning: Current Developments, Shareholder Activism, and Disclosure Practices

    June 2012 | Director Notes

    This report examines recent governance developments in the area of CEO succession, including shareholder activism during the 2011 and 2012 proxy seasons, and current examples of corporate disclosure and policies.

  7. CEO Succession Practices: 2012 Edition

    April 2012 | Research Report

    In 2011, the average age of the incoming CEO in the S&P 500 was 51.9. Less than 5 percent of incoming CEOs were at least 62 years old.

  8. CEO Succession Practices: 2013 Edition

    April 2013 | Research Report

    The rate of CEO succession in 2012 was 10.9 percent, consistent with the average number of leave-takings since 2000. In 2012, 53 CEOs in the S&P 500 left their posts.

  9. CEO Succession Practices: 2014 Edition

    April 2014 | Research Report

    The rate of CEO succession in calendar year 2013 was 8.4 percent, down from 10.9 percent in 2012 and below the average succession rate of 10.8 percent for the period 2000–2013.

  10. CEO-Board Chair Separation: If It Ain’t Broke, Don’t Fix It

    June 2013 | Director Notes

    Companies have not considered company performance when choosing to separate their leadership roles, which, given the dire consequences possible, is probably a strategic mistake.

  11. CEOs and The Glass House

    May 2004 | Executive Action Report

    This report is based on John R. Hall's remarks to The Conference Board's Director Institute. Hall emphasized the need for boards to ensure that ethical procedures are followed, and the company's Chief Executive Officer carefully monitored.

  12. CEOs on Citizenship

    January 2002 | Executive Action Report

    Summarizes the results of surveys of managers, board members, and chief executives on corporate citizenship.

  13. Collaboration Between Multistakeholder Standards: A Governance Perspective

    June 2012 | Director Notes

    This report examines the nature, benefits, and shortcomings of existing multistakeholder corporate social responsibility (CSR) standards, and it discusses how businesses can better coordinate their participation in a variety of initiatives.

  14. Collapse: Alan Wurtzel helped make Circuit City a great company. And then he set out to learn why it failed.

    October 2012 | The Conference Board Review

    A Q&A with Alan Wurtzel, former chairman and CEO of Circuit City and author of "Good to Great to Gone."

  15. Communicating Corporate Performance: A Delicate Balance

    July 1997 | Research Report

    As companies decide to make performance-related information available to investors, they must weigh how much to disclose to obtain a fair valuation against the risks of such disclosure.

  16. Company Focus on the Risk of Third-Party Misconduct — A New Strategic Consideration

    November 2007 | Executive Action Report

    The need for partners in global markets and the pressures for high standards of
    business conduct from governments, international organizations, and NGOs mean
    increased company focus on third-party business conduct.

  17. Compensation-Related Risk and Compensation Consultants

    August 2010 | Director Notes

    This is the last in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure reform.

  18. Corporate Citizenship and Sustainability Arrive: Are Capital Markets Addressing New Business and Investment Risk Factors?

    July 2002 | Executive Action Report

    Perhaps the only thing that is certain today in global capital markets is that traditional performance measures are not capturing important investment risk factors.

  19. Corporate Culture and ERM

    June 2013 | Director Notes

    Boards considering ERM should examine the growing data suggesting a correlation between mature risk management practices and value creation and the increasing scrutiny of risk management practices by courts.

  20. Corporate Director Selection and Recruitment: A Matrix

    May 2013 | Director Notes

    Every board should agree on a clear statement of desired personal attributes for all board members to guide the nominating and governance committee as they search for director candidates.

  21. Corporate Governance Best Practices in Europe

    August 2005 | Research Report

    Many companies operating in Europe are creating innovative governance practices to anticipate future regulations and keep ahead of their competitors.

  22. Corporate Governance Best Practices: A Blueprint for the Post-Enron Era

    May 2003 | Research Report

    This blueprint best practices report is intended as a sourcebook of leading governance practices for board members and management.

  23. Corporate Governance Handbook 2005: Developments in Best Practices, Compliance, and Legal Standards

    July 2005 | Book

    In addition to bringing the 2003 report Corporate Governance Best Practices: A Blueprint for the Post-Enron Era up-to-date, this report is intended to provide boards and management with a compendium of the leading corporate governance practices.

  24. Corporate Governance Handbook 2007: Legal Standards and Board Practices

    July 2007 | Book

    This handbook is intended to be an easy-to-use compendium of rapidly evolving laws and rules and the best practices adopted by leading companies.

  25. Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition)

    September 2009 | Book

    Revised in 2009, this handbook presents an easy-to-use compendium of rapidly evolving laws and regulations and the best practices adopted by leading companies.

  26. Corporate Governance Practices for Initial Public Offerings in the United States

    January 2012 | Director Notes

    This report examines the corporate governance practices of 50 U.S. companies at the time of their initial public offerings (IPOs) and finds that pressure to update governance practices at larger companies has had a limited effect on IPO-stage companies.

  27. Corporate Governance Practices in US Initial Public Offerings

    April 2014 | Director Notes

    A review of the largest US initial public offerings shows that newly public companies have a great deal of latitude in designing their governance structures, at least at the time of their IPO.

  28. Corporate Governance and Business Preparedness

    March 2011 | Research Report

    A survey of The Conference Board paints a detailed picture of how businesses are balancing security, business continuity, and operational risk management as part of governance.

  29. Corporate Governance and Business Preparedness

    May 2011 | Key Findings

    A survey of The Conference Board paints a detailed picture of how businesses are balancing security, business continuity, and operational risk management as part of governance.

  30. Corporate Governance and Cross-Border Mergers

    June 2000 | Research Report

    Driven by pressure to compete globally, companies are increasingly making cross-border rather than domestic M&A deals. Senior executives discuss how they handle corporate governance before, during, and after such mergers.

  31. Corporate Governance:Global Trends Examined From an Asian Perspective

    January 2001 | Research Report

    Based on a comparison of corporate governance initiatives in Asia with those in other parts of the world, the notion of an "Anglo-Saxon" or "Asian" governance model is irrelevant.

  32. Corporate Misconduct and the Market for Directorships

    November 2010 | Director Notes

    This report analyzes the changes in directorships held by outside board members of 113 public companies involved in a shareholder class-action lawsuit alleging the misrepresentation of information to investors.

  33. Corporate Oversight and Stakeholder Lines of Defense

    October 2011 | Executive Action Report

    Stakeholders are demanding improved oversight in the wake of the 2008 financial crisis. This report presents a model for effective corporate oversight.

  34. Corporate Political Spending: Policies and Practices, Accountability, and Disclosure

    December 2012 | Research Report

    When it comes to political spending and the related questions of how to demonstrate accountability and how much information to disclose, there is no single right answer.

  35. CEO View . . .Managing through the Global Financial Crisis

    May 2009 | Executive Action Report

    CEOs of five of the world's leading companies predict that the current global financial crisis will leave its mark on how business is done in the future. But how, to what degree, and for how long?

  36. Compensation Committee Of The Board: Best Practices For Establishing Executive Compensation

    October 2001 | Research Report

    This study examines best practice processes used by the Compensation Committee of the Board of Directors in designing executive compensation programs.

  37. Conference Board CEO Challenge® 2012: Risky Business—Focusing on Innovation and Talent in a Volatile World

    March 2012 | CEO Challenge®

    According to respondents to The Conference Board CEO Challenge®, the race to innovate and the war for talent are just two of the challenges of the current business
    landscape.

  38. Conference Board Governance Center White Paper

    March 2014 | Research Report

    Collaboration between boards of directors, management, and shareholders is fundamental to identifying the corporate governance policies and practices that will best produce economic growth while reducing financial and legal risk.

  39. Conference Board Task Force on Executive Compensation

    September 2009 | Research Report

    The Conference Board convened the Task Force on Executive Compensation in March 2009 to address the loss of public trust in the processes for oversight of executive compensation.

  40. Convergence of Principle- and Rule-Based Ethics Programs: An Emerging Global Trend?

    March 2007 | Executive Action Report

    While the U.S. approach to corporate ethics programs is often compliance-based compared to Europe’s values-based approach, there may be a move toward a middle way that embraces aspects of both.

D

  1. Dangerous Terrain: How to manage corporate political spending in a risky new environment

    January 2012 | The Conference Board Review

    With attention focused on the money that SuperPACs are spending to influence election results, companies are likely overlooking their own risks in the new campaign-finance system.

  2. Debating European Corporate Governance Issues

    May 2000 | Research Report

    We investigate how successfully European governance models and practices position companies to compete for global capital.

  3. Defining Corporate Governance Best Practices to Add Firm Value

    September 2005 | Executive Action Report

    European family-controlled public companies tend to perform less well in the stock market than their American counterparts. Would best practices followed by family firms in the United States be helpful examples for similar enterprises in Europe?

  4. Defining Pay in Pay for Performance

    September 2012 | Director Notes

    This report examines pay-for-performance (PFP) issues to consider in making year-end compensation decisions, designing pay plans, and drafting 2013 proxies. It also offers examples of how to define “pay” for PFP analysis and disclosure purposes.

  5. Defining the Corporate Ethics Brand

    November 2005 | Executive Action Report

    Companies usually place corporate ethics and corporate social responsibility in different departments with different lines of responsibility, but merging them into a coherent corporate ethics brand could reap benefits.

  6. Determining Board Effectiveness

    November 1999 | Research Report

    Organized around key issues, this handbook draws on the experience of seasoned board directors and leading corporate governance experts to tackle the challenges boards face as they review their structural and decision-making processes.

  7. Developing an Effective Climate Change Strategy

    February 2014 | Director Notes

    Climate change mitigation and adaptation strategies are becoming increasingly important. This report details eight steps for developing such strategies and provides examples of companies that have done so.

  8. Director Compensation and Board Practices: 2013 Edition

    February 2013 | Research Report

    This report analyzes findings from a 2012 survey of 359 companies and provides benchmarking information on the compensation awarded to individual board members in FY2011 and on board practices.

  9. Directors' Compensation and Board Practices in 2003

    November 2003 | Research Report

    This report, based on a survey of more than 606 manufacturing, financial, and service companies, presents the amount and type of compensation paid to outside directors in 2003.

  10. Directors' Compensation and Board Practices in 2004

    October 2004 | Research Report

    This annual report provides information on the amount and type of compensation paid outside directors in 2004 in 510 companies in three major industry sectors.

  11. Directors' Compensation and Board Practices in 2005

    November 2005 | Research Report

    This is a data compilation of Director's compensation for the year 2005. Data includes basic analysis providing information on which industries pay the highest amount of compensation to their executives.

  12. Directors' Compensation and Board Practices in 2006

    October 2006 | Research Report

    This annual report provides information on the amount and type of compensation paid outside directors in 2006 in 402 companies in three major industry sectors.

  13. Directors' Compensation and Board Practices in 2007

    June 2008 | Research Report

    New rules released by the SEC give companies more direction regarding form and content of executive and director compensation information. This report examines compensation data by industry and company size.

  14. Directors' Compensation and Board Practices in 2008

    December 2008 | Key Findings

    This annual report analyzes board structure and director compensation information regarding U.S-based public companies.

  15. Directors' Duties under the New SEC Rules on Disclosure Enhancement

    February 2010 | Director Notes

    This report discusses the new SEC rules and reform in detail and touches on the implications for boards of directors.

  16. Directors’ Compensation and Board Practices in 2008

    December 2008 | Research Report

    A look at corporate boards today: this report provides benchmarks useful in considering compensation levels for corporate boards, as well as information on board practices.

  17. Directors’ Duties and the Pursuit of Social Investments

    January 2010 | Director Notes

    This report examines the implications of sustainability on business corporations and on the body of law that governs them.

  18. Disclosure Lessons from the 2013 Proxy Season

    August 2013 | Director Notes

    Based on a sampling of proxy statements from the first half of 2013, it appears that an increasing number of companies are providing shareholders with additional or enhanced disclosures.

  19. Distracted Directors and Firm Value

    June 2014 | Director Notes

    This report examines the effect of director busyness on firm value and provides evidence that independent director busyness can be detrimental to the quality of the board monitoring role.

  20. Does Your Board Have an Effective Management System of Its Own?

    February 2002 | Executive Action Report

    Reviews the key areas directors should focus on to ensure they meet their increasingly stringent fiduciary liability.

  21. Driving Real Value with CSR

    September 2013 | Director Notes

    Spending on corporate social responsibility (CSR) doesn’t automatically create economic value. Executives who understand when and how to deploy responsible practices, however, can use CSR to improve their bottom line.

  22. Duty to Monitor under Delaware Law: from Caremark to Citigroup

    February 2010 | Director Notes

    Have corporate governance laws struck the right balance between risk taking and risk mitigation? This report provides an overview of Delaware law developments on the fiduciary duty to monitor.

E

  1. E-Proxy Reform, Activism, and the Decline in Retail Shareholder Voting

    December 2010 | Director Notes

    This report explores issues that have arisen since the introduction of the new electronic forms of delivering voting materials: the observed shareholder response-rate decline and the impact on activism.

  2. Embracing the Enemy: Why companies need to encourage whistleblowers, not fear them

    July 2011 | The Conference Board Review

    Why do good corporations not try harder to search for and act on information about potential wrongdoing—before someone blows a whistle in public?

  3. Emerging Governance Practices In Enterprise Risk Management

    February 2007 | Research Report

    The Conference Board Working Group on ERM reveals the need for a common base of practical guidance for integrating risk management and explores what constitutes a comprehensive program.

  4. Enterprise Risk Management Systems: Beyond the Balanced Scorecard

    June 2005 | Research Report

    This report features a new approach to developing an Enterprise Risk Management (ERM) system which goes beyond earlier basic concepts to not only identify strategic success measures, but also to link them to risk factors.

  5. Environmental, Health, Safety, and Sustainability Governance: What a Difference a Few Years Can Make

    September 2011 | Council Perspectives

    The Chief Environment, Health, and Safety Officers’ Council survey results and analysis underscore a corporate shift of attention to sustainability as a source of business value.

  6. Ethics & the Board: Integrating Integrity into Business Strategy

    December 2009 | Council Perspectives

    This report provides a 360-degree, high-level overview of "touch points" between issues of business integrity and the role of the governing body of a business.

  7. Ethics Issues and Programs: The Role of the Board

    December 2011 | Research Report

    This report, which is the first released by The Conference Board since 2004 on the subject of director engagement with ethics issues, documents board efforts to deal with the broadening scope of their ethics responsibilities.

  8. Ethics Programs ... The Role of the Board: A Global Study

    February 2004 | Research Report

    This report addresses the proper role for company boards in the design, implementation, and monitoring for effectiveness of company ethics programs.

  9. Ethics Programs and Practices: A 20-Year Retrospective

    September 2006 | Executive Action Report

    Corporate ethics codes have become more precise in the past 20 years, and the involvement of boards of directors — a sign of company commitment— has risen dramatically.

  10. Ethics Programs: The Role of the Board

    September 2003 | Executive Action Report

    Though recent events have imparted a new urgency to Board involvement and oversight of company ethics programs, a Conference Board study finds that such Board action is neither a new or a distinctly U.S. phenomenon.

  11. Ethics and Compliance Enforcement Decisions – the Information Gap

    June 2009 | Executive Action Report

    Senior executives and corporate directors want to know whether companies have "received credit" (i.e., avoided prosecution or obtained sentence reductions) for having effective ethics and compliance programs - but such information is in short supply.

  12. Examining the Impact of SEC Guidance Changes on CEO Succession Planning

    April 2010 | Director Notes

    In late 2009, the SEC made a policy change that effectively removes the defense used by companies reluctant to disclose their CEO succession process to shareholders. The change means a new wave of corporate governance scrutiny.

  13. Excess Pay and the Dodd-Frank Clawback

    October 2011 | Director Notes

    This report discusses excess pay’s cost to investors, explains why most existing clawbacks fall short of what Dodd–Frank is likely to require, and offers guidance for boards seeking to minimize excess pay not reached by Dodd–Frank.

  14. Executive Compensation Consulting: A Research Working Group Report on Best Practices

    September 2005 | Research Report

    This report presents a set of best practices developed by The Working Group on Executive Compensation Consulting to guide corporate managements and compensation committees in their use of executive compensation consultants.

  15. Executive Remuneration across Europe: A Handbook of Design, Disclosure, and Enforcement Rules

    February 2012 | Book

    This comprehensive Handbook offers a detailed analysis of regulations in Europe regarding remuneration packages, and a comparison across national systems.

  16. Expanded Liability in Unclaimed Property: Are States Going Too Far?

    January 2012 | Council Perspectives

    Aggressive enforcement of unclaimed property laws, along with an expanded definition of what constitutes unclaimed property, is raising the risk profile for organizations.

  17. Expanding the Investment Frontier: Factoring Environmental, Social and Governance Criteria into Investment Analysis

    October 2005 | Research Report

    Environmental, Social and Governance Criteria are becoming more recognized as an essential tool in investment analysis.

  18. Enron Ethics Breakdown

    February 2002 | Executive Action Report

    Focuses on the business ethics issues raised by the conduct of Enron's directors, officers, accountants, and lawyers.

  19. Evolving Relationship Between Compensation Committees and Consultants

    January 2006 | Research Report

    To ensure that outside consultants provide independent and neutral advice on executive compensation, board directors need to control all aspects of the relationship between the consultant and the compensation committee.

  20. Evolving Role of the Board in CEO and “Back Bench” Senior Executive Succession

    July 2004 | Executive Action Report

    Boards of Directors are becoming more involved in overall management succession. How can they ensure that the right leaders are in place to steer the company to be lucrative and principled.

F

  1. FCPA Enforcement Trends

    February 2013 | Director Notes

    Compared to the blistering pace set by U.S. authorities in previous years, 2012 saw a decline in FCPA enforcement. This downturn, however, will probably be short-lived.

  2. Fairness Opinions in the Sale of a Company: Context Is Key

    November 2013 | Director Notes

    This report discusses aspects of a chancery court decision addressing fairness opinion matters and offers guidance regarding such opinions to directors seeking to meet their fiduciary duties during a sales process.

  3. Finding Direction . . .Taking Control of the Sustainability Agenda: Broadening the Role of Business

    December 2003 | Executive Action Report

    For business to adopt an enhanced corporate responsibility strategy and expect to realize short-term business benefits in the face of long-term global needs is likely unrealistic. This report explains why it is still important to develop such a strategy.

  4. From Compliance Governance to Strategic Governance

    January 2010 | Director Notes

    With both companies and investors under pressure and looking for redemption, the 2010 annual meeting season will be a shadow referendum on the crisis and an inflection point in the evolution of corporate governance.

  5. From Enron To Lehman Brothers: Lessons for Boards From Recent Corporate Governance Failures

    March 2012 | Director Notes

    This report identifies common pitfalls in many current whistleblower and compliance policies and programs, and offers recommendations for audit committee on how to strengthen them.

  6. Future of the Annual General Meeting

    December 2004 | Research Report

    Annual general meetings (AGMs) are the most significant event on the corporate calendar, but recent reforms raised the compliance bar high. What can companies do to meet these new expectations?

G

  1. Generating Value for Investors and Society

    August 2013 | Director Notes

    Corporate social responsibility (CSR) needs to cohere with primary business operations. During the process of strategic development, CSR can be built into the business model so its impact is beneficial.

  2. Giving in Numbers: 2013 Edition

    September 2013 | Research Report

    Fifty-nine percent of companies recommitted to their communities by giving more to charity in 2012 than they did before the recession took hold in late 2007.

  3. Global Trends in Board-Shareholder Engagement

    October 2013 | Director Notes

    Notwithstanding the potential benefits of engaging shareholders, board directors hesitate to do it—sometimes, rightly so. Real-world examples serve as guidance for those trying to develop an effective engagement program.

  4. Globalizing the Board of Directors: Trends and Strategies

    June 1999 | Research Report

    Are you trying to take your organization's board global? You should. Here's a look at the ways to go about it.

  5. Going Green: Corporate Commitment to Citizenship and Sustainability Issues Takes on a Greater Role

    March 2008 | Executive Action Report

    North American companies have placed increased emphasis on corporate citizenship and sustainability issues over the past three years, leading to numerous changes within their organizations.

  6. Guidelines for Engagement

    March 2014 | Research Report

    Direct engagement between companies and their investors is in early stages, but is likely to become a permanent, although less formal, part of governance of US public companies.

  7. Global Investor and Corporate Governance: What do Institutional Investors Want?

    August 2001 | Research Report

    This report looks at the major corporate governance issues of interest to, and intervention strategies used by, institutional investors around the world today.

H

  1. A Higher Consciousness: Whole Foods co-CEO John Mackey looks to elevate business

    January 2013 | The Conference Board Review

    John Mackey of Whole Foods explains his philosophy of "conscious capitalism" and corporate responsibility—and how it dovetails with his libertarian political ideology.

  2. Handbook on Corporate Political Activity: Emerging Corporate Governance Issues

    November 2010 | Book

    This handbook offers an overview of the legal rules and standard practices related to political activity, as well as a discussion of internal oversight of political spending.

  3. Handling a Corporate Crisis

    August 2012 | Director Notes

    In today’s climate, securities and financial firms are likely to face some enforcement proceedings that create a situation fraught with potential pitfalls. This report discusses 10 prescriptions for handling these situations well.

  4. Hedge Fund Activism: Findings and Recommendations for Corporations and Investors

    September 2008 | Research Report

    Recommendations for corporate directors, executives, and investment professionals regarding hedge fund activism are outlined in this report.

  5. Hedge Fund Activism: Recommendations for Corporations and Investors

    September 2008 | Key Findings

    A report of recommendations to corporate directors, executives, and investment professionals regarding the activist role hedge fund managers have been making.

  6. Hong Kong Corporates and Investor Confidence

    January 2003 | Research Report

    This corporate governance handbook for directors and officers of corporations in Hong Kong is based on interviews, seminars and research conducted by The Conference Board in Hong Kong during 2001 and 2002.

  7. How Prepared Are Companies for the Revised Sentencing Guidelines?

    March 2005 | Executive Action Report

    The modification of the Sentencing Guidelines in November 2004 included three newly emphasized ethical requirements. How prepared are companies to respond to these new challenges?

  8. How Well Do Corporate Directors Know Senior Management?

    March 2014 | Director Notes

    Companies can improve the quality of their CEO succession and internal talent development programs by fostering regular formal and informal interaction between directors and senior management.

I

  1. Improving Communications Between Companies and Investors

    November 2004 | Research Report

    Based on The Conference Board’s Global Corporate Governance Research Center’s first transnational Corporate/Investor Summit, this report represents a unique consensus on best practices to improve communications between companies and investors.

  2. India Corporates and Investor Confidence

    January 2003 | Research Report

    This corporate governance handbook for directors and officers of corporations in India is based on extensive field interviews with major Indian companies as well as focus group meetings with 40-50 executives of leading corporations in Mumbai and Delhi.

  3. Interim CEO: Reasonable Choice or Failed Selection?

    June 2014 | Director Notes

    This report examines antecedents and consequences of interim CEO selection to provide boards the evidence needed to make informed decisions about CEO succession.

  4. International Business Cultures . . . Corporate Governance: An Asian Perspective

    March 2004 | Executive Action Report

    Corporate Governance initiatives in the U.S. are causing many countries around the world to review their best practices. Hong Kong is no exception, but their business leaders believe they should be implemented with characteristics unique to the region.

  5. Investor Engagement in Europe in the Wake of the Shareholder Rights Directive Implementation

    April 2010 | Director Notes

    This report briefly outlines major governance issues that, in light of the new legal and economic environment, the boards of European public companies should consider, especially in connection with their general meetings.

  6. Impact of Board Dynamics on Shareholder Value Creation

    February 2014 | Director Notes

    Aristotle’s maxim that the whole is greater than the sum of its parts is alive and well in the boardroom. This report shows that better team dynamics among board members produces better financial performance.

  7. Influence of Proxy Advisory Firm Voting Recommendations on Say-on-Pay Votes and Executive Compensation Decisions

    March 2012 | Director Notes

    This report examines evidence of the influence of proxy advisory firm voting recommendations on shareholder voting outcomes, particularly say-on-pay votes, and presents findings showing the impact of those firms on the design of executive pay programs.

K

  1. Know Your Shareholders: The Use of Cash-Settled Equity Derivatives to Hide Corporate Ownership Interests

    July 2010 | Director Notes

    Regulators across Europe are increasingly aware of the effects of hidden ownership, where investors use cash-settled equity derivatives to eschew disclosure rules while building up stakes in public corporations.

L

  1. Leadership, Governance, and Accountability: A Pathway to a Diverse and Inclusive Organization

    August 2008 | Research Report

    Diversity is not just about hiring people who are different, but about linking their perspectives with business strategy for competitive advantage.

  2. Link Not Found: Why CEOs still see technology as separate from “the business.”

    October 2012 | The Conference Board Review

    The paradox for chief information officers: You are intimately involved in every fact of the business, yet you are often considered separate and removed from it. An excerpt from Martha Heller's book "The CIO Paradox."

  3. Linking Executive Compensation to Sustainability Performance

    May 2012 | Director Notes

    This report discusses efforts by some companies to incorporate sustainability performance into executive compensation schemes, and provides an overview of recent shareholder proposals filed on this topic.

  4. Link Between Corporate Governance & Performance

    May 1998 | Research Report

    Does the way a company is governed affect its performance? Find out in this report.

  5. Link Between Corporate Governance and Performance: Year 2000 Update

    August 2000 | Research Report

    One question often asked about current corporate governance activities is how such activities affect the level of corporate perfomance. According to one study, the answer is “not much.”

M

  1. Making a Case for Corporate Sustainability Reporting

    May 2003 | Executive Action Report

    Key stakeholders are driving the move toward "triple bottom line" reporting, in which companies document the economic, environmental, and social dimensions of their businesses.

  2. Making the Business Case for Corporate Philanthropy

    August 2011 | Director Notes

    This report discusses the issues surrounding corporate philanthropy and provides practical recommendations to companies and boards for increasing the accountability and transparency of corporate giving programs.

  3. Managing Reputation Risk and Reward

    April 2009 | Key Findings

    This report examines the challenges companies face as they work to safeguard and enhance their reputations among customers, investors, employees, and other stakeholders.

  4. Mismatch in the Boardroom

    January 2012 | The Conference Board Review

    All too often, there’s a stature gap between the CEO and other directors, and that gap can seriously hinder boards’ effectiveness.

  5. Mixing Politics and Business ... Conflict Everlasting?

    June 2003 | Executive Action Report

    Just how deep an impact the current atmosphere of distrust that pervades international political relations will have on global commerce depends on from which side of the Atlantic you view events.

  6. Morality and the Bottom Line: The Growth of Anti-Corruption Programs in the Private Sector

    April 2002 | Executive Action Report

    Addresses global progress being made against corruption, the components of an effective corporate anti-corruption program, the effectiveness of ethics programs, and spreading the anti-corruption word.

N

  1. Navigating Politics: Rethink your company's political spending—before the next election cycle

    January 2013 | The Conference Board Review

    Bruce Freed and Karl Sandstrom argue that companies should take the opportunity to closely examine whether their political spending is in line with their political and societal priorities and stances.

  2. New Role of Audit Committees

    July 2003 | Executive Action Report

    As a result of high-profile corporate scandals, audit committees must now adhere to new legislation and stock exchange rules, all while shifting to a more proactive role in oversight.

  3. Next 90 Days

    April 2013 | The Conference Board Review

    Companies are increasingly looking beyond the short-term tyranny of the quarterly earnings report.

O

  1. On The Record with Ivan Seidenberg

    July 2008 | Executive Action Report

    The CEO of Verizon Communications, Inc., New York, New York, explains the importance of developing global managerial talent and implementing cost control methods.

  2. On the Record with George W. Buckley

    July 2008 | Executive Action Report

    The chairman, president, and CEO of 3M Company discusses how private equity firms and public companies are swapping roles and the increasing importance of close-to-market manufacturing.

  3. Outbound Mergers and Acquisitions by Indian Firms

    May 2011 | Director Notes

    This report discusses the legal reforms implemented by the government to help facilitate overseas acquisitions by Indian firms, and the regulatory impediments that still exist to mergers and acquisitions by Indian firms.

P

  1. Pay vs. Performance Disclosure: The Case for Prompt Attention

    November 2010 | Director Notes

    The subject of pay versus performance disclosure is expected to take center stage in the upcoming proxy season. This report discusses the issues on which board members should promptly focus their attention.

  2. Peer Groups Understanding CEO Compensation and a Proposal for a New Approach

    April 2013 | Director Notes

    The use of external peer benchmarking in setting executive compensation has contributed to the problem of high and rising pay in the United States.

  3. Poison Pills in 2011

    March 2011 | Director Notes

    This report discusses new trends and provides guidance to boards considering whether to adopt a pill and how to formulate its terms.

  4. Political Money: The Need for Director Oversight

    April 2008 | Executive Action Report

    After years of being overlooked, political spending is a regular part of companies’ agendas, and boards of directors must monitor risk and ensure ethical behavior or face potential severe consequences.

  5. Preparing for a Succession Emergency

    February 2013 | Director Notes

    By integrating an emergency succession plan into their crisis management process, companies can determine their preparedness, identify a credible emergency successor, and increase their ability to smoothly manage the announcement.

  6. Preparing for the 2011 Proxy Season

    November 2010 | Director Notes

    This report discusses the major likely characteristics of the 2011 proxy season as well as a number of practical recommendations to help boards take charge of corporate governance, improve communications, and manage relations with shareholders.

  7. Private Ordering and Proxy Access Rules: The Case for Prompt Attention

    December 2010 | Director Notes

    This report focuses on advance-notice bylaws, director qualification bylaws (such as those setting age standards, term limits, or stock ownership requirements), conduct-of-meeting bylaws, and nominating committee charters.

  8. Proxy Season 2012: The Year of Pay for Performance

    April 2012 | Director Notes

    This report discusses the analytics and issues around pay for performance and suggests ways to analyze P4P alignment, counter negative proxy adviser recommendations, and draft proxies to obtain support for pay programs.

  9. Proxy Voting Analytics (2008-2012)

    January 2013 | Research Report

    The effects of say on pay on shareholder engagement, introduction of proxy access proposals, and resurgence of board declassification resolutions were the principal themes of the 2012 proxy season.

  10. Proxy Voting Analytics (2009–2013)

    October 2013 | Research Report

    Proposals submitted by shareholders increased for the second year in a row, while management was less successful at excluding investor demands from the voting ballot.

  11. Proxy Voting Analytics (2010-2014): Executive Summary

    September 2014 | Research Report

    There’s been a fundamental shift in the type of resolutions shareholders submit, and activists are increasingly using social media to agitate for change outside of the AGM, 2014 data show.

  12. Proxy Voting Fact Sheet (July 2012)

    July 2012 | Proxy Voting Fact Sheet

    This edition contains a snapshot of the most relevant proxy season data for Russell 3000 companies that held annual general meetings (AGMs) between January 1 and June 30, 2012.

  13. Proxy Voting Fact Sheet (July 2013)

    July 2013 | Proxy Voting Fact Sheet

    Both the volume of shareholder proposals submitted and the rate of withdrawals increased among Russell 3000 and S&P 500 companies that held meetings during the first half of 2013.

  14. Proxy Voting Fact Sheet (July 2014)

    July 2014 | Proxy Voting Fact Sheet

    An analysis of annual shareholder meetings at Russell 3000 companies shows shareholder proposals on the disclosure of corporate political contributions doubled since 2009, signaling continued concern about a lack of transparency.

  15. Proxy Voting Fact Sheet (March 2013)

    March 2013 | Proxy Voting Fact Sheet

    At the start of the 2013 proxy season, proposals to declassify the board were the most frequently voted proposal topic and had the highest level of shareholder support.

  16. Proxy Voting Fact Sheet (March 2014)

    March 2014 | Proxy Voting Fact Sheet

    For meetings held in January and February 2014, shareholder proposal volume declined compared with same period last year, possibly a sign that investor engagement continues to be fruitful for companies.

  17. Proxy Voting Fact Sheet (May 2013)

    May 2013 | Proxy Voting Fact Sheet

    Management was successful in omitting nearly one-quarter of shareholder proposals submitted at companies that held meetings during the January—April period. Nearly two-thirds of filed proposals went to a vote.

  18. Proxy Voting Fact Sheet (May 2014)

    May 2014 | Proxy Voting Fact Sheet

    Efforts to improve communication with investors following say-on-pay appear to have paid off. The volume of shareholder proposals declined significantly for meetings held during the first four months of 2014.

  19. Pay Problem: It's not that we pay CEOs too much—it's that we pay everyone else too little.

    January 2013 | The Conference Board Review

    High CEO pay still gets all the attention, but it's no longer a problem that demands immediate fixing. What companies need to address is how they compensate everyone else.

  20. Potential Cost and Value of ERM

    March 2013 | Director Notes

    Many companies find the concept of enterprise risk management (ERM) appealing, but these companies are often hesitant to implement ERM because of the effort required.

  21. Professionalization of Shareholder Activism in France

    February 2011 | Director Notes

    This report summarizes notable activism developments in France and examines the phenomenon of professionalization with two recent examples: the Suez-Gaz de France and the Atos Origin cases.

R

  1. Reaching Out: Devising Individual Shareholder Programs

    March 2003 | Research Report

    This report investigates how individual shareholders contribute to the development of a corporation, and how corporations can best attract and retain their retail shareholders.

  2. Reaching the Goal Line On Good Governance

    February 2005 | Executive Action Report

    Complying with Sarbanes-Oxley has been a difficult undertaking for small and medium sized companies. It has been a painful learning experience with more lessons to be learned.

  3. Rebuilding Trust in Business . . .Corporate Social Responsibility in the 21st Century

    January 2004 | Executive Action Report

    The business of doing business affects the larger society. If all commercial decisions had an indisputable social benefit, choices would be easy, but sometimes trade-offs have to be made.

  4. Recommendations of the Task Force on Corporate/Investor Engagement

    March 2014 | Research Report

    The task force examined the facts, the issues, and the policy implications of the current state of US corporate governance and here offers their recommendations.

  5. Reporting on Corporate Sustainability Performance

    October 2012 | Director Notes

    This report presents an analysis of 94 sustainability reports published by Canadian corporations in 10 sectors. The results reveal incredible diversity in the performance indicators disclosed, both across and within sectors.

  6. Reputation Risk: A Corporate Governance Perspective

    December 2007 | Research Report

    Corporate boards can and should assess their fiduciary responsibilities in the area of reputation risk management--and they should do it long before it's necessary. Here's how.

  7. Resisting Corruption
    How Company Programs Are Changing

    November 2006 | Research Report

    This survey based report offers solutions for developing effective anti-corruption systems.

  8. Retaining Former CEOs on the Board

    October 2010 | Director Notes

    What are the costs and benefits of retaining the former CEO on the board? This Director Notes discusses findings from an analysis of the determinants of the company's decision to offer board membership to the departing CEO.

  9. Review of Shareholder Proposals on Environmental Issues

    October 2012 | Director Notes

    This report looks at shareholder proposals on environmental issues that were voted during the 2012 proxy season to determine which issues were most often brought to boards and which received the greatest support from shareholders.

  10. Revisiting Justifications for Board Diversity

    November 2011 | Director Notes

    This report examines empirical data on board diversity and finds that reliance on the business case has not translated into appreciable gains. As such, it suggests that moral and social rationales be reincorporated into strategies for advancing diversity.

  11. Revisiting Stock Market Short-Termism

    April 2006 | Research Report

    This report represents a unique consensus achieved at the Corporate/Investor Summit on stock market short-termism.

  12. Reward Trumps Risk: How Business Perspectives on Corporate Citizenship and Sustainability Are Changing

    November 2006 | Executive Action Report

    Companies see more reward than risk in corporate citizenship and sustainability issues, but struggle to capitalize on their programs in the marketplace.

  13. Right-Sizing Your Board of Directors—A Mid-Market Challenge

    January 2011 | Executive Action Report

  14. Risk Matters: Why and How Corporate Boards Should Become Involved

    March 2013 | Research Report

    This report specifies how to solidify defenses against multiple types of risk, and the role of the board in turning separate risk strategies into one consolidated risk management program.

  15. Risk Oversight Practices: Insights from Corporate Directors

    September 2010 | Director Notes

    This survey based report highlights a set of concrete emerging best practices for Risk Oversight.

  16. Risk Oversight Practices: Two Success Stories

    January 2011 | Director Notes

    This report explains how strong alignment of risk understanding and support from the board has been crucial to each company’s performance in challenging times.

  17. Risk Oversight: Evolving Expectations for Boards

    January 2014 | Director Notes

    Evolving expectations for oversight of management’s risk appetite and tolerance present challenges for boards. Boards should consider an objective-centric approach that links retained risks to strategic and foundation business objectives.

  18. Risk Oversight: Should Your Board Have a Separate Risk Committee?

    January 2012 | Director Notes

    This report explores the question of whether the board of directors should establish a separate risk committee, including the factors it must consider, and provides examples to clarify the role and responsibility of a separate risk committee.

  19. Risk in the Boardroom

    May 2013 | Director Notes

    According to a 2012 survey, almost one-quarter of financial services companies have instituted a dedicated risk committee, compared to 5 percent of nonfinancial services companies and 3 percent of manufacturers.

  20. Role of Business in Zones of Crisis

    February 2002 | Executive Action Report

    Discusses what businesses can do in zones of conflict, the role of business in failing states, and how companies can contribute to a country's redevelopment.

  21. Role of CFOs in Material Accounting Manipulations

    May 2011 | Director Notes

    This report investigates the factors that may lead a CFO to engage in accounting manipulations.

  22. Role of U.S. Corporate Boards in Enterprise Risk Management

    June 2006 | Research Report

    Evolving legal developments make a robust ERM oversight process more important than ever for directors, who acknowledge in increasing numbers that overseeing risk is part of their role.

  23. Role of the Board in Accelerating the Adoption of Integrated Reporting

    November 2011 | Director Notes

    This report examines the concept of integrated reporting and its current state of adoption around the globe.

  24. Role of the Board in Fraud Risk Management

    October 2011 | Director Notes

    This report discusses the role of the board in requiring, overseeing, supporting, and evaluating their organization's fraud risk management program.

  25. Role of the Board in Risk Oversight

    August 2010 | Director Notes

    This is the first in a series of four studies developed in collaboration with Davis Polk & Wardwell to provide guidelines and examples to member companies of The Conference Board on emerging practices following the SEC enhanced disclosure reform.

  26. Role of the Board in Turbulent Times... CEO Succession Planning

    August 2009 | Executive Action Report

    Management succession is one of the most critical strategic risks a corporation faces and a favorite topic of discussion on the role of the board in business crises.

  27. Role of the Board in Turbulent Times: Assessing Corporate Strategy

    January 2009 | Executive Action Report

    This report provides U.S. Securities and Exchange Commission (SEC) reporting companies with a checklist of issues that their board members, in collaboration with top executives, should consider addressing.

  28. Role of the Board in Turbulent Times: Avoiding Shareholder Activism

    April 2009 | Executive Action Report

    This report provides board members with a checklist of issues they should consider addressing in their relations with shareholders and, in particular, how to avoid a costly and disruptive battle with an activist investor.

  29. Role of the Board in Turbulent Times: Leading the Public Company to Full Recovery

    September 2009 | Research Report

    The Role of the Board in Turbulent Times offers corporate directors guidance on how to approach their oversight responsibilities during a period of financial distress.

  30. Role of the Board in Turbulent Times: Overseeing Internal Investigations

    February 2009 | Executive Action Report

    This report provides boards of directors of SEC-reporting companies with guidance to consider when confronting material evidence of internal misconduct or the prospect of investigations by the federal government or a self-regulatory organization.

  31. Role of the Board in Turbulent Times: Overseeing Risk Management and Executive Compensation

    December 2008 | Executive Action Report

    Aside from a declining housing market, which remains a somewhat cyclical and unavoidable phenomenon—the problems faced today by some U.S. financial institutions are due to inadequate risk oversight.

  32. Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers

    June 2009 | Executive Action Report

    An overview of issues a board may consider in evaluating its corporation's governance profile, given the potential increase in unsolicited offers in the current market environment.

S

  1. SEC Enforcement Actions against Outside Directors Offer Reminder for Boards

    June 2011 | Director Notes

    This report discusses recent cases in light of the SEC’s historical position on offenses by outside directors and offers recommendations for how board members can mitigate their risks.

  2. SOP Drives Compensation Program Changes to Enhance Pay/Performance Link

    September 2011 | Director Notes

    This report examines recent compensation program changes made by some Fortune 500 companies to enhance the link between pay and performance in preparation for their first say-on-pay votes, and provides recommendations for companies to consider.

  3. Say on Pay in the 2011 Proxy Season: Lessons Learned and Coming Attractions for U.S. Public Companies

    July 2011 | Director Notes

    This Director Notes reviews the results of the inaugural season of shareholder advisory votes under the Dodd-Frank Act through June 23, 2011 and offers recommendations for companies to consider in making their compensation and governance decisions.

  4. Singapore Corporates and Investor Confidence

    January 2003 | Research Report

    This corporate governance handbook for directors and officers of corporations in Singapore is based on extensive research, seminars and focus group meetings, and personal interviews with senior executives in Singapore.

  5. Social Issues in the 2013 Proxy Season

    September 2013 | Director Notes

    More than half of the shareholder proposals on social issues submitted at Russell 3000 companies that held meetings during the first half of 2013 went to a vote.

  6. Soft Law and Ethics Programs: The Expanding Role for Company Attorneys

    December 2006 | Executive Action Report

    Twenty-first-century corporate lawyers face new challenges in the proliferation of global business codes of conduct and company ethics and compliance programs.

     

  7. Some Thoughts for Boards of Directors in 2011

    January 2011 | Director Notes

    This report highlights a few of the more notable corporate governance issues that boards will face in 2011.

  8. Stakeholder Dialogue in Germany, Italy, and the United States

    July 2012 | Director Notes

    This Director Notes describes the results of an international survey on 249 stakeholder dialogue (SD) initiatives undertaken by firms in Germany, Italy, and the United States.

  9. Strategic Risk Management: A Primer for Directors

    July 2012 | Director Notes

    This report describes the factors that are driving the need for board-level strategic risk management, outlines a strategic risk assessment process, and offers recommendations for integrating risk management in strategy execution and measurement.

  10. Strengthening Corporate Governance: A New Age of Entrepreneurship in India

    February 2006 | Executive Action Report

     As India moves to adopt globally accepted corporate governance standards, it benefits from “late mover advantage,” reaping the results of years of experimentation and trial and error by others.

     

  11. Sustainability in the Boardroom

    June 2010 | Director Notes

    Despite formal assignment of responsibilities to top business leaders, many companies still lack the structural framework to enable proper director oversight of corporate sustainability.

  12. Sustainability in the Boardroom: A 2013 Update

    March 2013 | Director Notes

    According to a survey, when sustainability oversight is made a primary responsibility of senior management, it tends to fall to the CEO or another senior executive reporting to the CEO.

  13. Separation of Ownership from Ownership: Concerns Arising from Institutional Investors as Intermediaries

    November 2013 | Director Notes

    This report discusses the “separation of ownership from ownership” arising from the growth of institutional investors and the resulting concerns about the role of financial intermediaries in the corporate governance process.

  14. Shareholder Activism Report and Resource Portal

    March 2010 | Research Report

    The Shareholder Activism Report provides corporations with the tools required to understand their shareholder base, assess gaps and vulnerabilities that could make the company a target, and ultimately respond to possible requests for change.

T

  1. Trouble with Directors

    July 2011 | The Conference Board Review

    Neither inside nor outside directors can adequately represent shareholder interests.

  2. Top Executive Compensation in 2002

    November 2003 | Research Report

    This annual report details the average 2002 compensation of the five highest-paid executives in 2,877 companies in 14 major industry sectors.

  3. Top Executive Compensation in 2008 - Key Findings

    December 2008 | Key Findings

    This piece summarizes the Top Executive Compensation Report - an annual report which provides and analyzes compensation data for the top five executives as reported in proxy tables based on the new SEC requirements of 2008.

  4. Trends in Exclusive Forum Bylaws

    January 2014 | Director Notes

    This report examines the increase in the adoption of exclusive forum bylaws, the language used to craft them, their enforceability in litigation, and issues for boards
    to consider before adoption.

U

  1. Underpinnings of Corporate Governance Approaches and the Shareholder Value Model

    July 2013 | Director Notes

    Although it has a rich history, the shareholder model of corporate governance may need to be adapted to address current criticisms.

  2. U.S. Top Executive Compensation Report: 2012 Edition

    August 2012 | Research Report

    Has scrutiny of CEO compensation since the financial crisis changed the way executives are paid? We examine the take of the five highest-paid execs of 2,411 companies to find out.

  3. U.S. Top Executive Compensation Report: 2013 Edition

    August 2013 | Research Report

    As in 2011, the food and tobacco industry in 2012 had the highest median CEO total compensation ($7.64 million) and second-highest total cash compensation among the 22 industries we examined.

  4. Unfair Business Practices

    January 2012 | The Conference Board Review

    Perks are extremely visible indicators of who gets and who doesn’t—and how you distribute them can change the entire corporate culture.

W

  1. Way Forward: A Primer on Conducting an Independent Investigation

    February 2012 | Director Notes

    Internal investigations are an essential response amid allegations of corporate misconduct. This report discusses steps corporate management should take upon learning of such allegations and the decisions that must be made during an investigation.

  2. What About the Rest of Us? Beyond CEO pay

    July 2011 | The Conference Board Review

    When it comes to pay, CEO pay gets the lion's share of attention. How we pay all the other corporate executives says much more about issues of compensation.

  3. What Board Members Should Know About Communicating CSR

    March 2011 | Director Notes

    This report discusses what to communicate (i.e., message content) and where (i.e., message channel), as well as the major factors (internal and external to the organization) that affect the effectiveness of corporate social responsibility communication.

  4. What Do Corporate Directors and Senior Managers Know about Social Media?

    October 2012 | Director Notes

    This report provides insights into how senior-level decision makers in North American companies view social media, and offers recommendations for implementing a social media strategy that ties in with corporate strategy and risk management practices.

  5. What's in a Day's Pay? SEC Proposes New Rules for Disclosing Executive Compensation

    February 2006 | Executive Action Report

    The SEC’s proposed changes in reporting executive compensation including having proxy statements publish a dollar figure representing an executive’s total pay, including perks.

  6. When Do Shareholders Care About CEO Pay?

    August 2013 | Director Notes

    Using simulated say-on-pay votes, this Director Notes investigates how different levels of CEO pay and company performance can interact to influence how shareholders vote.

  7. When a Whistleblower Makes the Call

    July 2011 | The Conference Board Review

    The ways in which employers show whistleblowers their lack of appreciation.

  8. When the Debt Incurred in a Cash Merger Causes the Target to Fail: Protecting Target Directors

    September 2012 | Director Notes

    This report describes the potential liability directors may face if they approve a cash merger financed in substantial part through borrowing and the target company fails. It also offers steps directors can consider to help mitigate that risk.

  9. Where Are the Women Directors?

    September 2007 | Executive Action Report

    Women are everywhere in corporate America — except on boards. Here's how to change that.

  10. Who's in Charge Here? Bossless organizations can teach you how to be a better boss.

    October 2013 | The Conference Board Review

    Bossless companies, with minimal internal management structure, have a great deal to teach managers in conventional organizations.

  11. Women on Boards: Review and Outlook

    May 2012 | Director Notes

    This report examines the prevalence of women directors in the Fortune 1000 and an additional 1,000 midcap companies and offers recommendations for boards looking to recruit women directors and for women interested in serving on boards.

Task Force on
Corporate/Investor Engagement

The Conference Board Governance Center Task Force on Corporate /Investor Engagement has published its recommendations for creating a stronger corporate governance system.

Download the recommendations and related reports

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