Jamie Dimon and Lloyd Blankfein (Chairs and CEOs of J.P. Morgan and Goldman Sachs, respectively) should be relieved of their Board Chair responsibilities. Here is why. Consider how two hypothetical – but typical – board meetings play out: the first …
Independence and Role Clarity
Should governance lawyers be independent?
Most boards need professional advisors, such as auditors, compensation consultants and lawyers. After Enron and WorldCom frauds of 2002, regulators stepped in to ensure that auditors were hired by – and accountable to – the audit committee of the board, …
Canadian Pacific is a Teachable Governance Moment
The fight for Canadian Pacific Railway (CP) by activist investor Pershing Square demonstrates several shortcomings in the public company governance model and what can be learned from private equity. CP and RIM are significantly underperforming Canadian companies. There are numerous …
There needs to be greater scrutiny of director independence – what it means and who decides
This will get legal and technical very quickly in the first few paragraphs, but please bear with me. Director independence is an important area and worth blogging about. Currently, if a director has no direct or indirect “material” relationship with …
Board Leadership ~ No One Sized Fits All Approach
There is a lot of prescriptive dogma about board leadership, from academics, rating agencies and shareholder groups, espousing a board chair separate from the CEO, even though the academic evidence is that having a separate, independent board chair does not …
Rethinking what it means to be an “independent” director
I remember an institutional shareholder speaking at a corporate governance conference and proclaiming that what boards of directors need most is “unconflicted directors giving unconflicted advice.” “Unconflicted” directors – otherwise known as “independent” directors without ties to the company or …