Corporate Governance Briefs

Boards are expected to be more alert and foresighted. They must be prepared for more rapid situational assessment, faster reaction time and creative solutions for creating value and representing shareholders’ interests.

(This is the second part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) There are three facets of vision capability: Focus: Does a candidate or sitting director tend toward hindsight, insight or foresight? Range: Is a director able to contribute in each of the three areas? Proficiency: Where does a director demonstrate mastery [or notable weakness]?

(This is part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) Most every chair we engage acknowledges that board composition is the foundation for competitive advantage; in their belief, the mix has to be right or nothing much good can happen.

This Q&A with Charles Elson discusses the job of the corporate director from his perspective as The University of Delaware Center for Corporate Governance's Chair. He touches on topics like the influence of Delaware law and management engagement on the role of corporate directors.

A recent decision by the Delaware Supreme Court raises a question as to whether a plan limit allowing board discretion to grant awards within general parameters will be sufficient to ensure business judgment deference, rather than an entire fairness review.

There are massive institutions, entities, and laws designed to foster trust in the markets. One of those entities is the public company auditing profession itself.

The CAQ has published a free, full report, Non-GAAP Measures: A Roadmap for Audit Committees, on findings from recent roundtables, as well as a companion video that provides additional context and real-life examples of how audit committees are thinking about non-GAAP measures.

Many of the corporate board monitoring costs can be drastically reduced, if not eliminated, by using blockchain to establish trust between directors and shareholders.

Whatever the explanations for the short-termism thesis, the conclusion to be drawn from its lack of evidentiary basis is that quarterly capitalism is not the pervasive culprit that the “true believers” would have you believe.

Jeff Gramm is co-founder and portfolio manager at the hedge fund Bandera Partners. Gramm, who co-founded the hedge fund with Greg Bylinsky in 2006, also serves as a director on the boards of two companies. He shared his thoughts about the corporate director job with Gary Larkin, Governance Center Blog editor.