The most common problem with board meeting agendas is they get too routine. You pull up the agenda from last year for that particular meeting and it gets a perfunctory look and it’s sent out. Most sets of governance guidelines include a recommendation that the lead director/ board chair gets a bite at the apple and reviews the board agenda. But that often is a …
How to (Appropriately) Use AI to Take Notes
Recently, I blogged about considerations to ponder when deciding which situations are appropriate to use AI to help you take notes. I offered the reasons why it’s never appropriate to use AI to take notes at board and board committee meetings (and I also noted that corporate secretaries should bake AI into their board meeting compliance warnings). But there are plenty of situations where AI …
Independent Board Chairs: Seven Practice Pointers
Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are seven practice pointers from that: 1. Clarify the Role of the Chair: Define and document the independent chair’s duties in a committee charter, governance guidelines, or board policy to avoid confusion …
AI Note-Taking: Many Things to Ponder
AI note-taking is today’s topic du jour. The first thing to know about this topic is that you need to experience it for yourself to see why it’s so attractive. (I’ll run a blog soon summarizing how AI note-taking works in practice.) It’s truly amazing. No more “spacing out” while attending a long, drawn-out panel. No more daydreaming while “listening” to a significant other. You …
How to Actually Implement a Crisis Containment Plan
Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to deal with them. When I say “unexpected,” I mean you don’t know when they are going to happen. But life is hard, and you can predict that …
COSO Drops Proposed Corporate Governance Framework (For Now)
Last week, COSO withdrew its public exposure draft for a corporate governance framework just a month after it was proposed. This was a set of FAQs about it that was posted when the proposal first was made. Immediately upon release, a number of complaints were voiced about the proposed framework. It’s notable that COSO has indicated that it may release an updated proposal somewhere down …
The Latest in ‘What Directors Think’
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen lessons learned from the results: 1. Growth is back on the agenda. After years of defensive strategies, 76% of directors are prioritizing growth initiatives in 2025, signaling a shift from …
Next Week’s Society Conference: The Proxy Season Wristband Preview!
All the rage! If you’re attending the ‘Society of Corporate Governance’ Conference in Colorado next week, look for one of our Cooley people – including me – so that you can procure one of our nifty “proxy season wristbands.” You can also procure a proxy season wristband by visiting us at our cocktail party on Thursday, July 10th at “The Golden Bee” at the Broadmoor …
14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs
Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a committee at a company audited by the six largest auditors. Here are 14 lessons learned from the recap: 1. Prioritize Open Communication Audit committees should foster frequent, transparent dialogue …
Most CEOs Want to Remove At Least One Director
As noted in this Reuters article, a recent PwC and The Conference Board survey found that: So the question arises: Just because a CEO doesn’t want a particular director, can the CEO remove that director at any time without cause? The answer is “highly unlikely.” You’ll have to look at the laws of the state in which your company is incorporated – and consult your …