How Directors Choose Directors

Join the Center for Law, Economics, and Finance and the Institute for Corporate Responsibility (ICR) for the next program in their ongoing series on Challenges in Corporate Governance. 

The program will focus on how Directors choose Directors. Typically, public companies have 8 to 12 directors. In the not so distant past, it was not uncommon for the CEO and sitting directors to replace or add directors from their own networks, with the slate of directors subject to shareholder approval at the annual meeting. Boards were often perceived as “old boy networks.” However, the accounting scandals in the beginning of the 21st century, and the passage of the Sarbanes Oxley Act in 2002, were catalysts for a change in corporate governance, including the election of new directors. In the current environment, the Nominating and Governance Committee of the Board typically take the lead in identifying potential candidates for director, often using the services of an executive recruiter. 

The panel will include board directors, an executive recruiter, and a corporate attorney. The topics will range from the concept of independence, the focus on diversity, the changing governance structures affecting boards, the impact of proxy access discussions, and the role of activist investors. The program should be of particular interest to students of general business and finance, and corporate and securities laws.


Moderator

  • Hon. Cynthia A. Glassman, Current Board Director, Former Commissioner, Securities and Exchange Commission 

Panelists

  • Keir Gumbs, Partner, Corporate and Securities, Covington and Burling 
  • Nels Olson, Vice Chairman and Co-Leader, Board & CEO Services Practice, Korn Ferry
  • James Turley, Current Board Director, Former Chairman and CEO, Ernst & Young 
  • Hon. Elisse Walter, Current Board Director, Former Chairman, Securities and Exchange Commission