Essay Key Issues for Directors in 2014

668 Words Sep 18th, 2015 3 Pages
Key Issues for Directors in 2014 — The Harvard Law School Forum on Corporate Gover... Page 1 of 2

Key Issues for Directors in 2014
Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Monday December 16, 2013 at 9:20 am
Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a
Wachtell Lipton memorandum by Mr. Lipton.
For a number of years, as the new year approaches I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for
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• 5. Developing an understanding of shareholder perspectives on the company and fostering long-term relationships with shareholders, as well as dealing with the requests of shareholders for meetings to discuss governance and the business portfolio and operating strategy.
• 6. Developing an understanding of how the company and the board will function in the event of a crisis.
Many crises are handled less than optimally because management and the board have not been proactive in planning to deal with crises, and because the board cedes control to outside counsel and consultants.
• 7. Facing the challenge of recruiting and retaining highly qualified directors who are willing to shoulder the escalating work load and time commitment required for board service, while at the same time facing pressure from shareholders and governance advocates to embrace “board refreshment”, including issues of age, length of service, independence, gender and diversity, and providing compensation for directors that fairly reflects the significantly increased time and energy that they must now spend in serving as board and board committee members.
• 8. Working with management to assure that risk management policies and procedures that are designed and implemented by management are consistent with the company’s corporate strategy and risk appetite, and are functioning as directed, and that

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