structure of CEO pay, and the advancement of shareholder and stakeholder welfare. We ask:• What practices make a board effective … understanding of the proper functioning of governance, including board oversight, the recruitment of CEO talent, the size and …? • What are the real factors that determine whether a director is “independent?” • How scarce is CEO talent, and how efficient …

Currently, there is much debate about the role that non-investor stakeholder interests play in the governance of public … companies. Critics argue that greater attention should be paid to the interest of stakeholders and that by investing in … more equitably shared among investors and society. However, advocacy for a more stakeholder-centric governance model is …

discussion about a potential mega grant: the CEO or the board?• What are the implications for the firm and its shareholders if … to the CEO to achieve long-term targets. The practice of awarding mega grants is controversial because of their size. In …:• Why would a board draw attention and controversy to itself by awarding a mega grant to its CEO?• What added incentive does …

the CEO. To this end, an interesting situation arises when a CEO resigns and the board chooses neither an internal nor … current director as CEO? • What is the process by which the board makes this decision? • Are directors-turned-CEO the most …

CEO succession at many companies occurs in a black box. Shareholders are not privy to boardroom discussions prior to … the announcement of a CEO departure, and press releases announcing the change contain boilerplate language that does not … make it clear whether the CEO stepped down voluntary or was forced to resign. In this Closer Look, we examine a model …

Shareholders pay considerable attention to the choice of executive selected as the new CEO whenever a change in … shareholders to tell whether the board has made the correct choice. In this Closer Look, we examine CEO succession events among the … leadership takes place. However, without an inside look at the leading candidates to assume the CEO role, it is difficult for …

tell if the CEO or the board is the root cause of the problem? How can shareholders tell if the board is “captured” by the … CEO? How can shareholders tell when a company begins to “drift”? How can they tell if the “right” CEO is in charge …-related problems in the past, including Massey Energy, Nabors Industries, Yahoo!, and Chesapeake Energy. We ask: How can shareholders …

that is not in the interest of the company or its shareholders. In the case of illegal activity, the appropriate response … is likely to be very clear. Less obvious are the actions directors should take when the CEO engages in behavior that is …'s take in response to CEO “bad behavior.” We ask:• When are allegations serious enough or credible enough to merit boardroom …