Boards of directors have a lot – maybe too much – to do.  Subjects long believed to be the province of management are now viewed as being in the board’s wheelhouse, and when a problem arises with respect to any of those subjects, the first question asked by investors, regulators, the media, and others is often “where was the board?”  So it is with a degree of reluctance that I am writing to suggest another subject that I believe boards need to address.

Some background may be in order.  A few weeks ago, I attended a meeting of the American Bar Association International Law Section in Madrid.  (How a US-centric lawyer ended up at that meeting is a tale for another day.)  The trip, the city, and the conference were wonderful; I met some extraordinary people and was beyond grateful that I was able to go.  I also learned a lot, mostly on things like international trade and customs law, cross-border discovery, and other topics that I don’t often encounter in my practice.

Another panel that I thought had little to do with my practice turned out to be the most compelling panel of them all, and it definitely is relevant to my practice and to the observation above about the ever-growing responsibilities of the board.  The title of the panel was “Recognizing Human Trafficking as a Common Occurrence During Conflict, and Building Protection and Anti-Trafficking Strategies into Global Responses”.  I suppose the title of the panel could have been more succinct, but – as the moderator of the panel suggested – a more helpful change might have been to give a trigger warning before the panel got underway.
Continue Reading Yet another thing for boards to consider

Internet Archive Book Images
Internet Archive Book Images

I’ve previously commented on the surprising governance initiatives of the Conservative (yes, Conservative) Prime Minister of the UK.  Well, our friends across the pond are at it again – or maybe it’s just more of the same.

Specifically, on April 5, Parliament’s Business Committee issued a series of recommendations contemplating the following:

  1. The Financial Reporting Council (FRC) should be empowered, among other things, to report publicly on board or individual director failings.
  2. The FRC should rate companies on governance practices. The ratings would be color-coded (red, yellow and green), and companies would be required to reference them in their annual reports.  If you’re thinking of Hester Prynne’s scarlet letter, you’re not alone.
  3. Companies would be subject to a slew of new rules on pay:


Continue Reading Heck, Britannia!

The United Kingdom has a new Prime Minister.  Her name is Theresa May, and she’s a member of the

Photo by Scott P
Photo by Scott P

Conservative Party.  Remember that, because what you are about to read will probably lead you to think otherwise.

In a speech made a couple of days before Ms. May became Prime Minister, she said that she would pursue the following actions if she were to become Prime Minister:
Continue Reading What happens in England