Podcasts about Corporate governance

(0:00) Intro (1:29) About the podcast sponsor: The American College of Governance Counsel. (2:15) Start of interview. *Reference to prior episode with Leo Strine (E100) (3:09) The Call of Conscience and The Current Moment (reference to his speech at the Weinberg Center in Oct of 2025) (5:18) Skepticism about Credibility of the Elite Among the Youth (7:02) The Ethical Muscle (8:20) Acknowledging Discrimination (8:56) The Climate Crisis (12:37) Shifts in Delaware Law (13:45) Return to Traditions. "What Delaware has done is return to its traditions that existed the entire time I was a judge." (14:28) The Controlled Company Debate and the MFW standard. (25:00) On the recent pushback against incorporating in Delaware: "I don't minimize the moment" (32:00) Section 220 Books and Records under SB21 (34:20) The statute was amended to provide more predictability. It actually looks like the Model Business Corporation Act. "I think both elements of this statute balance fairness and efficiency in a really good way." (39:54) Activist Judges and Delaware. "This was a nonpartisan initiative to restore confidence in Delaware's corporate law. I have the utmost respect for our judiciary, I'm proud to have been part of it, and I believe they will follow the law." (42:26) Delaware's Competitive Edge (48:25) The Rise of AI Companies (52:16) Energy Demand from AI. From guardrails to "trust us" (58:39) The Urgency of Leadership (1:01:59) Davos looks like a portrait of leadership failure "either eliminate it or make it real." Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining WLRK, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.   You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In dieser Folge geht es erneut um einen der größten Skandale in der Geschichte des öffentlich-rechtlichen Rundfunks: die Vorkommnisse beim Rundfunk Berlin-Brandenburg (RBB). Nach mehr als drei Jahren Ermittlungsarbeit hat die Staatsanwaltschaft nun Anklage gegen die ehemalige Intendantin Patricia Schlesinger erhoben. - Wie konnte es zu dieser "organisierten Verantwortungslosigkeit" kommen? - Warum konnten Kontrollmechanismen versagen? - Wo haben sie von vornherein gefehlt? - Welche Lehren kann die Interne Revision aus diesem Fall ziehen? Basis ist der Artikel „Anklage, also doch“ von Aurelie von Blaszekovic (SZ, 12.12.2025) Ich wünsche Ihnen viel Spaß beim Zuhören und erfolgreiche Prüfungsprozesse!

If we want to understand why capitalism feels broken, do we need to stop looking at the economy and start looking at the legal code that underpins it? In our system, capital is often described as money, machinery, or raw materials. But Columbia Law School professor Katharina Pistor argues that capital is actually a legal invention. An asset, whether it's a plot of land, an idea, or a promise of future pay, only becomes capital when it is given the right legal coding.  Pistor suggests that lawyers are the true coders of capitalism. They use the law to "enclose" assets, from land to user data, giving owners the power to exclude others and monetize that value. She argues for injecting principles of "fairness and reciprocity" back into private law, ensuring that contracts aren't just tools for the powerful to extract value from the weak. Luigi Zingales suggests that large corporations have become so powerful we may need a new branch of "quasi-public law" to govern the asymmetry between an individual consumer and a corporate giant. This episode explores the deep, often invisible architecture of our economic system and asks whether we can ever truly tame corporate power without rewriting the rules of the game. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of Fraud in the Office, Matthew and Mark unpack the bribery case involving McKinsey & Company Africa and the broader implications under the Foreign Corrupt Practices Act (FCPA). They explore how third-party relationships, governance breakdowns, and control failures can expose even the most sophisticated organizations to corruption risk.The conversation also touches on evolving pressures within the consulting industry, including AI-driven disruption, and the critical role of ethics, compliance, and oversight. As always, the hosts highlight practical lessons on strengthening controls, managing third-party risk, and protecting organizational integrity.Support the showFind us on all streaming platforms! Check out our sponsor 1Trooper on LinkedIn @1Trooper And don't forget to subscribe!

Send a textComply or Explain is sometimes treated as a procedural exercise. However, the true purpose is to encourage thoughtful decisions, support accountability, and promote open communication with stakeholders. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Kelvin Ernest, a governance professional with extensive experience navigating evolving regulatory expectations and corporate reporting practice. As a Senior Policy Associate in the Financial Reporting Council's Corporate Governance and Stewardship team, Kelvin contributes to stakeholder engagement, policy development, reporting analysis, research, and the development of the updated UK Corporate Governance Code.“The biggest takeaway for boards is that it encourages them to think carefully about how each provision fits into their own individual contexts.“In practice, the UK Corporate Governance Code operates at two levels. Companies apply and explain against high-level principles and then address the more detailed comply or explain provisions. Companies can choose to follow the recommended approach or take a different route that better fits their circumstances. For Kelvin, this is part of how the Code recognises that one size doesn't fit all and that a well-reasoned departure can be entirely appropriate.“The flexibility is a real strength of the UK model.”Kelvin knows that 'comply or explain' is widely debated. For him, in rules-only systems, there's too much formulaic behaviour and box ticking. The UK model allows companies to tailor their governance to their individual strategies and business complexity. “More companies are moving away from boilerplate reporting.”Under the current model, Kelvin notes that companies are shifting what they share. There's less generic, vague, and boilerplate language. Rationales are clearer. Where there are temporary departures, there's more insight and disclosure around timeframes, and more evidence of genuine board discussions.“Explanations don't exist in a vacuum.”For boards wondering how to show an alternative approach is best, Kelvin says a good place to start is by linking it to company strategy and culture, day-to-day operations, and the nuances of the industry. Where possible, he recommends outlining the board's decision-making process and what was considered. “Investors want clarity as to why a departure was made and how that supports the long-term value creation of the company.” Kelvin knows investors find it hard to form a view or make decisions based on generic or vague explanations. They want clarity, specifics, and links to a company's reality. Kelvin notes that too many people believe transparency means revealing confidential details. He says it is more about providing meaningful context, which is the basis for building trust. The three top takeaways from our conversation are:1.     Comply or Explain is about thoughtful governance and not just about reporting.2.    High-quality explanations show accountability, demonstrate transparency, and reassure stakeholders that the company is thinking about decisions for the longer term.3.    Engagement with stakeholders strengthens trust, helps boards refine their governance approacCome Join The Better Boards Community We'd love to get to know you! If you'd like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at info@better-boards.com.

Peter works at Hindustan Zinc (Vedanta) as Head of Tailings. He was previously Head of Tailings for Glencore Zinc, Group Tailings Principal at PanAust Minerals, and Head of Tailings Water and Waste at ArcelorMittal Mining. Peter is experienced in Corporate Governance for TSFs including auditing and preparation of Tailings Standards and other governance documents. He also has practical experience in Tailings design and management and has significant experience for both operators and consultants. Peter and I discuss his amazing journey throughout his career.

Host Dr Ciara Hackett, SWAN Champion at the School of Law, discusses corporate governance and board diversity with a focus on gender and sexuality. Special guests include Karen McShane, an experienced civil engineer and transport planner, and Dr Ciaràn O'Kelly, a scholar on accountability and governance infrastructures. The panel delves into the Equality Act 2010, recent legal rulings surrounding gender recognition, and their impacts on board diversity. Karen shares her experiences and insights on the role of diverse boards in driving organisational success, the importance of EDI (Equality, Diversity, and Inclusion) policies, and the evolving landscape of corporate governance. The discussion underscores the significance of inclusive practices and forward planning in achieving long-term societal and organisational benefits.

In this conversation, GWIC host Dr. Hemma R. Lomax and Shalini Rajoo explore the critical role of decision rubrics in governance, accountability, and trust, especially in the context of AI. Shalini shares her journey from law to compliance, emphasizing the importance of understanding systems and the impact of leadership on decision-making processes. They discuss how transparency and clarity in decision-making can build trust within organizations and the necessity of responsible AI governance. Practical tips for improving decision quality are also provided, highlighting the importance of self-awareness and critical thinking in leadership. Takeaways: The biggest risk in governance is unclear decisions. AI amplifies existing clarity or confusion in decision-making. Systems and rules reflect the identities of their architects. Everyone has an impact on those around them every day. Leadership is about improving the people around you. It's not just about rules; it's about how people behave. Decision rubrics provide consistency and predictability in outcomes. Transparency in decision-making processes builds trust. Slowing down to ask questions can lead to better decision-making. Writing down the reasons for decisions brings clarity and accountability. Sound bites: "Systems and rules are not inherently neutral." "Transparency in decision making builds trust." "Slow is smooth, and smooth is fast." Chapters: 00:00 Introduction to Decision Rubrics and Governance 02:55 Shalini's Journey: From Law to Governance 06:09 The Impact of Systems on Leadership and Accountability 09:09 Transitioning to Compliance and Ethics 11:49 Understanding Decision Rubrics in Compliance 15:06 The Role of Leadership in Decision Making 18:03 Designing Conditions for Effective Decision Making 20:47 The Importance of Transparency in Decision Processes 24:09 Decision Rubrics: Building Trust in Organizations 26:49 AI and Governance: Leadership Infrastructure Failures 29:47 Responsible AI: The Role of Ethics and Compliance 32:55 Practical Tips for Improving Decision Quality 36:00 Conclusion: The Future of Decision Making in AI Guest Biography: Shalini Rajoo is the Founder and Principal Consultant of Shalini Rajoo Advisory, LLC, where she partners with organizations to design governance, compliance, and decision-making systems that are resilient, trustworthy, and aligned to real operational pressures. Across more than two decades in law, compliance, HR, and organizational leadership, Shalini has helped companies and leaders move beyond check-the-box frameworks to build structures that embed accountability, clarity, and performance into everyday decisions. She began her career in South Africa, first as a public prosecutor and then leading regulatory work with the Department of Trade and Industry, collaborating with legislative and executive stakeholders on corporate, competition, and consumer law. After relocating to the U.S., Shalini practiced commercial litigation. She later served as Director of Global Business Conduct for a Fortune 500 company, where she redesigned ethics and compliance systems, led global risk assessments, and championed psychological safety and integrity-based practices. Today, Shalini's work centers on helping leaders clarify decision rights, governance architectures, and accountability pathways — especially as organizations adopt AI and automation. She recently spoke at the Opal Group's Corporate Governance & Ethics in the Age of AI conference, where she reframed AI governance as a leadership-infrastructure challenge rather than a purely technical or compliance one.

In an era of relentless cost pressure, regulatory scrutiny and market volatility, leadership judgement is being tested in new and uncomfortable ways. Decisions are really made under pressure — when trade-offs are unavoidable and certainty is in short supply. On Industry Insight, Lynlee Foo speaks to Rachael Johnson, Head of Risk Management and Corporate Governance, ACCA to find out what boards should now look for when they want genuine assurance.See omnystudio.com/listener for privacy information.

Limited Liability, Creditor Protection, and the Boundaries of the Corporate Form.1. Philosophical and Legal FoundationsFederal securities regulation in the United States is anchored in a disclosure-based regulatory philosophy. Rather than mandating business outcomes (merit review), the law aims to ensure that investors receive accurate and timely information to make informed decisions. This dual regime divides authority: state law governs internal corporate governance (fiduciary duties like loyalty and care), while federal law regulates the corporation's interface with the market.The primary federal statutes are the Securities Act of 1933, which focuses on the initial issuance and registration of securities (the primary market), and the Securities Exchange Act of 1934, which governs ongoing reporting and trading (the secondary market). At the issuance stage, companies must file registration statements (e.g., Form S-1) detailing their business, financial health, and risk factors. Once public, they must provide periodic updates via annual (10-K) and quarterly (10-Q) reports.2. The Blurring Line Between Corporate and Securities LawWhile the two fields were traditionally separate, the boundary has eroded due to federal legislative responses to corporate crises.• Structural Regulation: Statutes like the Sarbanes-Oxley Act of 2002 (SOX) and the Dodd-Frank Act of 2010 shifted federal law into the "internal affairs" of the corporation. For example, SOX mandated independent audit committees and internal control certifications, while Dodd-Frank introduced "say-on-pay" advisory votes on executive compensation.• Ownership vs. Trading: Some scholars argue that the distinction is better defined by the phase of investment: securities law protects investors while they are "traders" (ensuring fair valuation), while corporate law protects them as "owners" (protecting them from midstream misconduct that reduces firm value).3. Insider Trading and MaterialityFederal law prohibits insider trading—trading on material non-public information in breach of a duty of trust. Two primary theories exist:• Classical Theory: A breach of duty to the corporation's own shareholders.• Misappropriation Theory: A breach of duty to the source of the information, even if that source is not the issuer of the traded security.The unifying principle in these cases is materiality, defined from the perspective of a "reasonable investor". Information is material if there is a substantial likelihood that its disclosure would significantly alter the "total mix" of information available.4. Enforcement and DetectionThe enforcement architecture relies on both public action by the SEC and private litigation.• Litigation Reform: Due to concerns over "frivolous" class actions, Congress passed the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Securities Litigation Uniform Standards Act of 1998 (SLUSA) to heighten pleading standards and limit the use of state courts for securities fraud claims.• Technological Detection: Modern surveillance uses machine learning and dimensionality reduction (such as Principal Component Analysis and Autoencoders) to identify anomalous trading profiles that deviate from peer behavior around Price Sensitive Events (PSEs), such as takeover bids.5. Corporate Governance and Power ImbalancesThe sources highlight a systemic imbalance of power in favor of management over shareholders and boards.• Agency Costs: Dispersed ownership leads to "costs of agency," where managers may prioritize their own interests (such as short-term share price maximization for bonuses) over long-term shareholder value.• Board Independence: Reform efforts have sought to empower independent directors and audit committees to act as guardians of accountability, though critics argue that as long as management controls the nomination process, true independence remains difficult to achieve.

The Dual System of Corporate Law: State vs. FederalThe following summary synthesizes the key themes:1. Philosophical and Legal FoundationsFederal securities regulation in the United States is anchored in a disclosure-based regulatory philosophy. Rather than mandating business outcomes (merit review), the law aims to ensure that investors receive accurate and timely information to make informed decisions. This dual regime divides authority: state law governs internal corporate governance (fiduciary duties like loyalty and care), while federal law regulates the corporation's interface with the market.The primary federal statutes are the Securities Act of 1933, which focuses on the initial issuance and registration of securities (the primary market), and the Securities Exchange Act of 1934, which governs ongoing reporting and trading (the secondary market). At the issuance stage, companies must file registration statements (e.g., Form S-1) detailing their business, financial health, and risk factors. Once public, they must provide periodic updates via annual (10-K) and quarterly (10-Q) reports.2. The Blurring Line Between Corporate and Securities LawWhile the two fields were traditionally separate, the boundary has eroded due to federal legislative responses to corporate crises.• Structural Regulation: Statutes like the Sarbanes-Oxley Act of 2002 (SOX) and the Dodd-Frank Act of 2010 shifted federal law into the "internal affairs" of the corporation. For example, SOX mandated independent audit committees and internal control certifications, while Dodd-Frank introduced "say-on-pay" advisory votes on executive compensation.• Ownership vs. Trading: Some scholars argue that the distinction is better defined by the phase of investment: securities law protects investors while they are "traders" (ensuring fair valuation), while corporate law protects them as "owners" (protecting them from midstream misconduct that reduces firm value).3. Insider Trading and MaterialityFederal law prohibits insider trading—trading on material non-public information in breach of a duty of trust. Two primary theories exist:• Classical Theory: A breach of duty to the corporation's own shareholders.• Misappropriation Theory: A breach of duty to the source of the information, even if that source is not the issuer of the traded security.The unifying principle in these cases is materiality, defined from the perspective of a "reasonable investor". Information is material if there is a substantial likelihood that its disclosure would significantly alter the "total mix" of information available.4. Enforcement and DetectionThe enforcement architecture relies on both public action by the SEC and private litigation.• Litigation Reform: Due to concerns over "frivolous" class actions, Congress passed the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Securities Litigation Uniform Standards Act of 1998 (SLUSA) to heighten pleading standards and limit the use of state courts for securities fraud claims.• Technological Detection: Modern surveillance uses machine learning and dimensionality reduction (such as Principal Component Analysis and Autoencoders) to identify anomalous trading profiles that deviate from peer behavior around Price Sensitive Events (PSEs), such as takeover bids.5. Corporate Governance and Power ImbalancesThe sources highlight a systemic imbalance of power in favor of management over shareholders and boards.• Agency Costs: Dispersed ownership leads to "costs of agency," where managers may prioritize their own interests (such as short-term share price maximization for bonuses) over long-term shareholder value.• Board Independence: Reform efforts have sought to empower independent directors and audit committees to act as guardians of accountability, though critics argue that as long as management controls the nomination process, true independence remains difficult to achieve.

Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine about legal best practices and practical tips for minute taking. They discuss the core purpose of minutes and appropriate length, how much time to invest in minute taking and preparation, the relationship of minutes to third-party books and records requests, the minute approval process, how long minutes should be kept, lawyer involvement in minute taking and review, the role of artificial intelligence, and how much latitude there is to revising minutes.Watch this episode: https://www.youtube.com/watch?v=jcQ_sNFS9PsEssential Legal Updates, Now in Audio AHLA's popular Health Law Daily email newsletter is now a daily podcast, exclusively for AHLA Comprehensive members. Get all your health law news from the major media outlets on this podcast! To subscribe and add this private podcast feed to your podcast app, go to americanhealthlaw.org/dailypodcast. Stay At the Forefront of Health Legal Education Learn more about AHLA and the educational resources available to the health law community at https://www.americanhealthlaw.org/.

I denne episode af Rig på viden dykker vi ned i nordisk corporate governance sammen med Lars Ohnemus. Vi ser på, hvad der kendetegner den nordiske model, sammenligner den med praksis i resten af verden og diskuterer, hvilke styrker fra Norden der kan inspirere internationalt.Følg os på LinkedIn:⁠⁠⁠André⁠⁠⁠: www.linkedin.com/in/andréthormann/Intro musik:Deadly Roulette by Kevin MacLeodLink: https://incompetech.filmmusic.io/song/3625-deadly-rouletteLicense: http://creativecommons.org/licenses/by/4.0/

In dieser Folge spreche ich mit Torben Hilbertz über eine Rolle, die oft erst dann im Rampenlicht steht, wenn es brennt: Der Vorsitz des Prüfungsausschusses (Audit Committee Chair). Torben Hilbertz räumt mit dem Vorurteil auf, dass es in dieser Position nur um das Abnicken von Berichten und das Lesen von Zahlen geht. Er teilt seine „fünf Realitäten“, die darüber entscheiden, ob ein Vorsitzender lediglich verwaltet oder das Unternehmen wirklich krisenfest macht. Die Kernthemen der Folge: Die unangenehme Wahrheit: Warum man als Audit Committee Chair nicht für Erfolge belohnt, aber für Fehler voll haftbar gemacht wird. Jenseits der „grünen“ Dashboards: Warum KPIs oft zu spät reagieren und warum Verhaltenssignale (Behavioral Signals) die wahren Frühwarnindikatoren sind. Internal Audit als Sparringspartner: Wie man durch die richtigen Fragen „Flughöhe“ schafft und der internen Revision die Erlaubnis gibt, auch unbequeme Wahrheiten auszusprechen. Das Risiko „Unternehmenskultur“: Warum Kultur das am schwersten zu überwachende Risiko ist und wie man sie zwischen den Zeilen liest, bevor es knallt. Management-Assurance vs. echte Governance: Warum bloßes Vertrauen in das Management keine Kontrolle ersetzt und warum Klarheit wichtiger ist als ein gutes Gefühl. Die Superkraft „Unabhängigkeit“: Die Disziplin, in Krisen ruhig zu bleiben und die Fragen zu stellen, die sonst niemand im Raum stellen will. Drei Kern-Erkenntnisse aus dem Gespräch: Verhalten vor Zahlen: Governance beginnt beim Menschen, nicht beim Excel-Sheet. Mut zur Lücke: Ein starker Vorsitzender navigiert aktiv durch „Blind Spots“, statt sich auf formale Agenden zu verlassen. Führung unter Druck: „Tone at the Top“ ist kein Slogan, sondern zeigt sich erst, wenn es schwierig wird. "Ein Prüfungsausschussvorsitzender wird nicht für das belohnt, was richtig läuft, sondern für das verantwortlich gemacht, was schiefgeht." Über Torben Hilbertz: Torben Hilbertz ist Experte für Corporate Governance und Board-Effektivität. Seine Erkenntnisse stammen nicht aus der Theorie, sondern aus realen Krisen und Gesprächen in den Boardrooms verschiedenster Industrien weltweit. Ich wünsche Ihnen viel Spaß beim Zuhören und erfolgreiche Prüfungsprozesse!

Today's podcast is titled “Political Polarization: What Caused It? Part Two.” Recorded in 2022, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, with speaker and author Jim Cathcart, psychologist Dr. Terry Paulson, former chair of Amnesty International USA Chip Pitts, and author Robert Hall continue their discussion about America's deep political polarization following the COVID-19 pandemic and the presidential election of 2020. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

(0:00) Intro(1:36) About the podcast sponsor: The American College of Governance Counsel(2:22) Start of interview(3:21) Jennifer's origin story(8:06) Journey to Treasury starting with Sara Lee Corporation, to Cisco and eBay (20-year career in Treasury)(15:05) From Box to CFO roles at Coupons.com and Smartsheet (took it public as CFO)(20:50) Building a Board Career: True Search, Auth0 (acq by Okta), Nerd Wallet, Wyze, Riskified and Klaviyo.(23:40) Private vs. Public Boards(27:47) On founder-led companies(30:01) The Role of Audit Committees(30:50) Navigating AI in the board(36:37) On increased politicization and geopolitics in the boardroom(38:44) CEO-CFO strategy and talking about the hard stuff(40:22) Qualities of a Great Board Member: "The best board members ask the right questions at the right time in the right tone" (from Anita Sands). "They're willing to help in however the company wants them to help."(44:05) Effective Board Meetings(45:59) Books that have greatly influenced her life:Gifts Differing by Isabel Briggs Myers (1980)Discover your Strengths by Donald O. Clifton and Marcus Buckingham (2001)Dare to Lead by Brené Brown (1980)(48:36) Her mentors (50:09) Quotes that she thinks of often or lives her life by "Don't take no for an answer and don't give up" (51:09) An unusual habit or an absurd thing that she loves: Family Search(53:40) The living person she most admires: Taylor SwiftJennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In this episode of Hiring to Firing, hosts Tracey Diamond and Emily Schifter revisit Harper Lee's To Kill a Mockingbird to unpack what corporate governance means for today's workplace. Joined by Richard Gerakitis, senior advisor at the YMCA of Metropolitan Atlanta and former Troutman Pepper partner, they explore how boards, committees, and leadership set the tone through accountability, transparency, and integrity. Using Atticus Finch, Tom Robinson, and Boo Radley as examples, they examine how bias can undermine even the best‑designed systems and when "moral discretion" might justify bending the rules to protect the vulnerable. The conversation also touches on emerging issues, such as AI oversight, and the critical role HR plays in culture, compliance, and risk management. Tune in for practical insights on how thoughtful governance can turn ethical challenges into opportunities for trust and long‑term stability.Troutman Pepper Locke's Labor + Employment Practice Group provides comprehensive thought leadership through various channels. We regularly issue advisories that offer timely insights into the evolving employment law landscape, and maintain the HiringToFiring.Law Blog, a resource spotlighting best practices for employers. Our Hiring to Firing Podcast, hosted by Tracey Diamond and Emily Schifter, delves into pressing labor and employment law topics, drawing unique parallels from pop culture, hit shows, and movies. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

In this episode of CDW Tech Talks, host Ivo Wiens and Ben Boi-Doku, Head, Cybersecurity & Infrastructure Strategy, CDW Canada, discuss the practical implications of using AI in the workplace. They address common questions about AI usage, data privacy and security concerns, emphasizing the importance of understanding company policies and personal responsibility when using AI tools. The conversation also highlights best practices for leveraging AI while mitigating risks associated with data leaks and human behavior. To learn more, visit cdw.ca Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This episode is brought to you by HalloCasa, the SEO-ranked digital business card for real estate agents. Looking to find the right agent, no matter where you are?Visit https://home.hallocasa.com to discover and connect with top real estate agents globally.Panama's Real Estate Market: Insights from Ritu from Panama CityIn this episode, HalloCasa talks with Ritu, distinguished financial executive from Panama City with over 25 years of experience in banking, real estate, finance, and strategic leadership. She shares her insights on the evolving real estate financing landscape in Panama, offering valuable advice to international investors. The discussion covers key infrastructure projects, the importance of thorough due diligence, corporate governance in boards, and gender parity in leadership roles. Ritu's profound knowledge and experiences provide essential guidance for anyone interested in investing in Panama's promising market.01:28 Ritu's Professional Journey04:04 Panama's Real Estate Financing Landscape09:41 Key Infrastructure Projects in Panama13:05 Navigating the Due Diligence Process18:29 Advice for International Investors20:20 Corporate Governance and Board Dynamics21:48 Empowering Women in Leadership24:27 Final Thoughts and Contact InformationContact Information:https://www.linkedin.com/in/ritu-saini-a9a92028/+1 (657) 527-5731

Today's podcast is titled “Political Polarization: What Caused It? Part One.” Recorded in 2022, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, with speaker and author Jim Cathcart, psychologist Dr. Terry Paulson, former chair of Amnesty International USA Chip Pitts, and author Robert Hall discuss America's deep political polarization following the COVID-19 pandemic and the presidential election of 2020. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine about the most significant governance developments for the health care industry in 2025 and projections on the governance trends that will impact the health care industry in 2026.Watch this episode: https://www.youtube.com/watch?v=qb_p7E3BrqgEssential Legal Updates, Now in Audio AHLA's popular Health Law Daily email newsletter is now a daily podcast, exclusively for AHLA Comprehensive members. Get all your health law news from the major media outlets on this podcast! To subscribe and add this private podcast feed to your podcast app, go to americanhealthlaw.org/dailypodcast. Stay At the Forefront of Health Legal Education Learn more about AHLA and the educational resources available to the health law community at https://www.americanhealthlaw.org/.

(0:00) Intro(2:00) About the podcast sponsor: The American College of Governance Counsel.(2:45) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24 and E161 from '25)(4:43) IPO Environment. Reference to paper by Mark Roe: Half the Firms, Double the Profits(11:58) Elon Musk's $1 Trillion Pay Plan "We will pay you an outrageous amount if you achieve preposterous results."(14:40) Delaware's Supreme Court Decision Reversing the Chancery's Rescission of Elon's $56B (now $139B) Tesla comp (20:08) The AI Bubble "We're either in a bubble or a bubble is inevitable."(25:24) OpenAI's Restructuring *more about the restructuring in this article(28:18) Predictions on Elon Musk vs OpenAI trial(32:47) Delaware Exodus "I describe Delaware now as the prostate of corporate law" "it's too soon to make a move from Delaware"(36:16) Evolution of the Caremark Doctrine "the big enchilada"(38:09) Delaware Attorney Fee Awards. *Reference to Joe Grundfest's paper on this topic.(40:34) SEC enforcement focus (41:20) Biggest winner in business in 2025(42:42) Biggest loser in business in 2025(44:11) Biggest business surprise in 2025(44:46) Best corporate governance trend from 2025(46:00) Worst corporate governance trend from 2025(48:28) What's the biggest corporate governance trend to watch out for in 2026(50:00) Thoughts on SEC (and other agencies) having Commissioners from a single party(54:34) The Chicken!Joe Grundfest is W.A. Franke Professor of Law and Business Emeritus at Stanford Law School, and Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Damion 2026 PredictionsThe "Ghost Board" MovementFollowing the 2025 retreat from ESG, a major S&P 500 company (likely in the energy or defense sector) will successfully petition to keep its director bios private for "national security” or “personal safety reasons"Trend starts at a Big Data company using China as an excuse with a single, government-connected director whose identity is kept secret for “national security reasons”By mid-2026, "blind governance" becomes a trend where investors vote for directors identified only by a serial number and a list of "alpha-generating achievements"The “Ghost Board” movement ultimately backfires as shareholders start to vote against subpar achievementsBlackRock and State Street scrap public stewardship for private, encrypted channels with board chairs—Welcome to Dark GovernanceThe 100% Variable Pay CEOCEO Pay routinely targets $1B+ packages, using 100% “at-risk” pay as an excuseThe Rise of "Corporate Sovereignty" ZonesThink the SpaceX "Starbase" model: a major tech or manufacturing firm will strike a deal with a poor red state (like West Virginia or Mississippi, et al) to create a "Special Innovation District" or some other made up name likeAdvanced Innovation ZoneStrategic Innovation CorridorFreedom Technology DistrictAnti-DEI, Pro-ROI Innovation ParkInside these zones, the company provides the police, the utilities, and the "credits/scrip" used at the grocery storeThis revival of the 19th-century company town uses the excuse of "infrastructure efficiency" or “ESG-free zone”The Death of the “Public” Annual MeetingAfter the 2025 proxy season proved shareholders could still be annoying, companies codify mandatory virtual-onlyAI moderators pre-screen questions for “civility” and “relevance,” eliminating most investor dissentShareholders wishing to speak must demonstrate ownership of $1M+—because democracy is not for impoverished nunsElon Musk formally steps back from day-to-day operations at Tesla but calls it an “AI-enabled leadership leverage” and not a full resignation and thus keeps his pay package, with full board approval.Multiple large companies stop using the word “independent” in director bios, replacing it with “objective” or “experienced” or “industry-aligned” or “deeply informed.”Like Europe, board chairs increasingly become the primary public voice on operational and governance issues instead of CEOs, leading to a significant increase in chair pay.A sharp increase in director pay follows due to “heightened complexity and security issues.”The Jay Hoag effect: companies start to exclude attendance data from proxy statements.A company ties massive NEO bonuses to “AI adoption speed,” which becomes completely discretionary and unmeasurable. Starts in Big Data and then happens everywhereMatt 2026 PredictionsWill happen:Sam Altman is caught lying to investors (and no one cares)30% of the S&P 500 will seek to implement a “retail voting” program by the fallHighest retail vote companies: Tesla (~30%), Intel (~30%), AT&T (~30%), Exxon (~30%), Apple (~30%), Pfizer (~30%), Verizon (~25%) - real paragons of board independenceCompanies where executives are suggesting college degrees or elite college degrees are “stupid” do not stop hiring largely from pools of people who have college degrees and/or went to elite colleges25% of CEO pay packages in the US move to “3 year vesting, pretend moonshot, billion plus, no clawback, no strings”Jay Hoag will not be voted off the Netflix boardIn the absence of engagement, precatory proposals, or other shareholder rights, there is one thing for shareholders left: vote no on director campaigns from NON ACTIVISTS (by which I mean institutional investors / pension funds with less than 5% or 13G filers)Specifically - there will be a 150% increase in exempt solicitationsAt least 10% of US large cap companies will have AI “board advisors” - bots that advise boards on legal and governance issuesCould happen:Mass labor movementThe 2025 “badge of honor” that was layoffs, the absolute bonanza of CEO pay, the explosion of “AI billionaires” and “AI took your job” stories, and the attempt to crush labor rights will escalate into the first violent confrontation between employees and their corporate overlordsWidespread strikes will hit, but in the least likely of places: tech and finance, where employees are replaced with AI faster than in other sectorsNatural outgrowth of the “it's someone else's fault” movement - everything is someone else's fault, not management's fault, with the primary culprit of lazy employees - we fired you and it's your fault, not oursThe anti-woke go woke and realize how much data they don't have, but need, to be anti-wokeAt least 1 large company announces it will no longer produce any employee metrics at all, not the count of employees, the names of executives (except where demanded by regulation), or any information that people work thereWith Oracle pioneering the co-Vice Chair and co-CEO roles on the board, and Target pioneering the underperforming executive chair, we see the first round of “Co-Executive Chairs” where the new ex-CEO stays on the board just under the old ex-CEOSeems absurd, but entirely possible:The first billion dollar option pay package for a non-executive director (7 year vest, zero at risk for performance)JPMorgan's new AI proxy voting robot starts an activist campaign seeking to vote out the Tesla boardA US board pays a “retention bonus” worth $20m in options due to the threat of Trump administration intervention and the CEO is close with the administrationExxon will add “shareholder demands” as a risk in their annual report

In today's episode of Second Request, Executive Editor Teddy Downey sits down with Graham Steele former former Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury and current Academic Fellow at the Rock Center for Corporate Governance. They discuss Steele's recent paper Financial Statecraft and explore the role of financial institutions in American foreign policy, and the tradeoffs for regulation of those industries in the U.S. To learn more about The Capitol Forum click here. To read Graham Steele's paper Financial Statecraft click here.

Delaware is the legal home of almost two-thirds of the S&P 500. But efforts are underway to change that, most notably Tesla’s approval last year from shareholders to reincorporate in Texas. Are we about to see a mass exodus of corporations, or are fears overblown? And where does that leave shareholder rights? On this week’s episode of ESG Currents, Senior ESG Analyst Rob Du Boff is joined by Ann Lipton of the University of Colorado Law School, an expert on corporate governance, to discuss the so-called DExit, the relationship between corporations and investors, and the broader role of corporations in society. This episode was recorded Dec 2, 2025.See omnystudio.com/listener for privacy information.

How do you build credibility and progress into leadership roles in the energy sector? In this episode, I talk with Syarifah Aliza Syed Azauddin, Vice President of Corporate Governance & Sustainability Reporting, about how careers evolve, how to speak up with confidence, and why continuous learning matters at every stage.We discuss the realities of advancing as a woman in the industry, the importance of trust and delivery, and why energy transition strategies must be shaped by local context not a single global narrative.In this episode:• Building trust through consistent delivery and communication• Approaching interviews and leadership conversations with confidence• Why sustainability priorities look different across regions• Developing a broad skill set beyond your core disciplineIf you're growing your career in energy or aiming for leadership in sustainability and governance, this conversation offers a practical view of what it takes to move forward.

(0:00) Intro(1:31) About the podcast sponsor: The American College of Governance Counsel.(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)(3:22) 2025 highlights from the American College of Governance Counsel(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."(29:55) The Shift to Private Markets(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."(39:45) AI and Cybersecurity in the Boardroom(40:42) On Mandatory Arbitration(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.(43:40) Biggest loser in business in 2025: Delaware(45:15) Biggest business surprise in 2025(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.(50:00) Worst corporate governance trend from 2025: Partisanship(50:58) What's the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the companyDavid Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Today's podcast is titled “The Evolution of Socialized Medicine: Health Care Reform Today.” Recorded in 1994, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, past president of the American Medical Association and World Medical Association and author of Code Blue: Health Care in Crisis Dr. Edward Annis and Commissioner of the Texas Department of Health, board-certified pediatrician Dr. David Smith discuss the need for public health infrastructure, tort reform, and the role and effectiveness of government versus market-based solutions. Listen now, and …

(0:00) Intro.(1:27) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)(3:11) AI dominance in public and private markets(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure(19:04) State vs. Federal Regulatory Landscape(21:13) On SEC's change of policy relating to mandatory arbitration bylaws(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting (27:18) SEC Changes to Rule 14a-8 proposals(29:23) On Lack of Minority Party SEC Commissioners(32:30) Delaware vs. Other States on Corporate Incorporations(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.(41:12) The State of Private Markets, IPOs and VC(49:55) Biggest winner in business in 2025(50:55) Biggest loser in business in 2025(53:00)  Biggest business surprise in 2025(54:32) Best and worst corporate governance trend from 2025(58:18)  What's the biggest corporate governance trend to watch out for in 2026Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies' practice. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:21) About the podcast sponsor: The American College of Governance Counsel(2:08) Start of interview(2:36) Michelle's origin story(4:33) The Origins of Footnoted (started in 2003)(6:36) Understanding SEC Filings and Disclosures(7:20) The "Friday Night Dump"(9:34) The State of Public vs. Private Markets(12:40) The Rise of Private Markets and Challenges of Public Markets(18:43) Red Flags in SEC Filings(22:03) The Evolution of Executive Compensation and Elon Musk's Comp(28:53) Egregious Corporate Governance examples: Sketchers.(30:08) The problem of Related Party Transactions.(31:37) Independence and Compensation of Board Members (32:36) Quote of Charlie Munger and Warren Buffett on this topic(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era? (40:18) Reference to my article on AI washing(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)(43:22) The Role of Markets in Everyday Life(47:45) Books that have greatly influenced her life:The Jungle by Upton Sinclair (1906)Germinal by Émile Zola (1885)Crying in H Mart by Michelle Zauner (2021)(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"(50:52) An unusual habit or an absurd thing that she loves. Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings.  You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In this special two-part series, Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine, Partner, McDermott Will & Schulte, about the health care corporate governance oversight of artificial intelligence (AI). In Part Two, they discuss what an AI governance framework might look like, the board/management dynamic, the role of an AI subcommittee, oversight of workforce issues, and whether AI can support board functions.Watch this episode: https://www.youtube.com/watch?v=frFnd8VMT1gEssential Legal Updates, Now in Audio AHLA's popular Health Law Daily email newsletter is now a daily podcast, exclusively for AHLA Premium members. Get all your health law news from the major media outlets on this podcast! To subscribe and add this private podcast feed to your podcast app, go to americanhealthlaw.org/dailypodcast. Stay At the Forefront of Health Legal Education Learn more about AHLA and the educational resources available to the health law community at https://www.americanhealthlaw.org/.

Today's podcast is titled “The Controversy Over Affirmative Action.” Recorded in 1997, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, Dalton Cross Professor of Law at University of Texas at Austin Lino Graglia, and former University of California Regent, businessman and activist Ward Connerly discuss the state of race-based preferences in education and employment. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

In this special two-part series, Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine, Partner, McDermott Will & Schulte, about the health care corporate governance oversight of artificial intelligence (AI). In Part One, they discuss the board's core role regarding AI, the specific details of that role, and the board's connection to AI deployment decisions.Watch this episode: https://www.youtube.com/watch?v=kKLPJAv0vGQEssential Legal Updates, Now in Audio AHLA's popular Health Law Daily email newsletter is now a daily podcast, exclusively for AHLA Premium members. Get all your health law news from the major media outlets on this podcast! To subscribe and add this private podcast feed to your podcast app, go to americanhealthlaw.org/dailypodcast. Stay At the Forefront of Health Legal Education Learn more about AHLA and the educational resources available to the health law community at https://www.americanhealthlaw.org/.

Payne chairs the boards of two JSE-listed companies that are top performers in their sectors – Vukile Property Fund and Mr Price Group. In a frank 30-minute interview, he shares his views on hot-button issues, what makes corporates successful, and what's holding SA back. Podcast series on Moneyweb

Today's podcast is titled “Has Affirmative Action Outlived Its Usefulness?” Recorded in 1995, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, nationally syndicated columnist and professor of economics Walter Williams, president of the University of Texas at Dallas and former president of Howard University Dr. Franklyn Jenifer, plus other guests, discuss whether affirmative action has outlived its usefulness and what should replace it. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

It has returned … and so have we! More than just a legal event, the General Counsel Conference East empowers today's legal leaders for growth, innovation, and excellence. Designed specifically for general counsel, legal executives, and industry professionals, the GCC East is the premier gathering that offers unique opportunities for learning, networking, and professional development.  With a description like that, combined with the fact that we've been there since year one of our launch, how could Legal Speak not be there doing live episodes.  This year, the conference moved to the beautiful Midtown Hilton in New York, a place we're quite familiar with, as it's been home to Legal Week for decades. In this episode, host Patrick Smith sat down with Stephanie Cherny, Director and Deputy General Counsel of M&A and Corporate Governance, Legal Solutions and Strategy at Intuit.   Host: Patrick Smith Guest: Stephanie Cherny Producer: Charles Garnar

In this episode, Graham Steele, former Assistant Secretary for Financial Institutions at the U.S. Treasury and current academic fellow at Stanford Law School, discusses the implications of cryptocurrency and blockchain on the central banking functions of government. This is the eighth episode in our 11-part series, Technology vs. Government, featuring former California State Assemblymember Lloyd Levine.About Graham Steele:Graham Steele is an Academic Fellow at Stanford Law School's Rock Center for Corporate Governance. He has extensive experience at the highest levels of financial policy, having served as the Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury, where he was responsible for policy on banks, credit unions, insurance, fintech, and financial cybersecurity. Prior to his role at Treasury, he directed the Corporations and Society Initiative at Stanford Graduate School of Business. His formative policy experience was on Capitol Hill, where he served for nearly eight years on the U.S. Senate Committee on Banking, Housing, and Urban Affairs, including as Chief Counsel for the Democratic Staff, working on the Dodd-Frank Act in response to the 2008 financial crisis.Interviewer:Lloyd Levine (Former California State Assemblymember, UCR School of Public Policy Senior Policy Fellow)Key Discussion Points:History Repeats Itself: Exploring how cryptocurrency echoes past eras of private money creation like the "Free Banking" and "shadow banking" eras, which often led to financial instability and government intervention.Crypto vs. Blockchain: A simple breakdown: cryptocurrency is the digital asset (like Bitcoin), while blockchain is the underlying technology that records the transactions.Public vs. Private Money: Why government-backed money (like the U.S. dollar) has inherent stability and consumer protections that private cryptocurrencies lack.Solving a Real Problem? Analyzing crypto's promise of faster, cheaper payments and greater financial inclusion against its current realities, such as high volatility and reliance on the traditional banking system.A Regulatory Wild West: The challenges of regulating a borderless, often anonymous system, including fraud, "rug pulls," and market manipulation.The Future of Crypto: Will it become a responsible financial tool, remain a niche investment, or continue to pose systemic risks?

In today's episode, we're delighted to be joined by Elaine Dorward-King, an accomplished mining executive and board director with over three decades of international experience in the resources sector. Elaine currently serves as a non-executive director for Sibanye-Stillwater, Kenmare Resources, and NovaGold, and has previously held senior leadership roles at Newmont and Rio Tinto. In our conversation, we'll explore Elaine's journey from operational leadership to board service, unpack what Boards of Directors actually do, and discuss what makes for effective corporate governance. We'll also touch on the evolving landscape of ESG and diversity in boardrooms, and the continued relevance of social license to operate, a topic Elaine will be moderating a panel on at the upcoming Resourcing Tomorrow Conference in London this December - the premier gathering for the world's mining leaders taking place at the Business Design Centre from 2-4 December. What sets this event apart is its unmatched audience: C-level executives from the biggest mining companies worldwide, over 40 government ministers, leading mining technology providers, and more. Dig Deep The Mining Podcast is proud to partner with Resourcing Tomorrow so to register, go to https://hubs.ly/Q03JvH2K0 and use DIGDEEP10 for 10% off your pass. KEY TAKEAWAYS When recruiting new directors, boards assess the skills and expertise needed, aiming for a diverse range of backgrounds and independent perspectives.  This process often involves using search firms to identify a broad spectrum of candidates. Companies benefit from having a workforce that reflects a wide range of perspectives, which can lead to better performance and results. Directors must be willing to speak up and hold management accountable to minimise risks and protect shareholder interests. BEST MOMENTS "The primary role of boards is to think long-term and to help the management team think that way." "A diverse and inclusive workplace is one where people are more productive and want to contribute their very best."  "If everyone is a golfing buddy of the CEO, they may be less willing to challenge."  "You need to know why you want to be on a board. Not everybody is suited for it or wants to do it." VALUABLE RESOURCES Mail:        ⁠rob@mining-international.org⁠ LinkedIn: ⁠https://www.linkedin.com/in/rob-tyson-3a26a68/⁠ X:              ⁠https://twitter.com/MiningRobTyson⁠  YouTube: ⁠https://www.youtube.com/c/DigDeepTheMiningPodcast⁠  Web:        ⁠http://www.mining-international.org⁠ GUEST SOCIALS  https://www.linkedin.com/in/elaine-dorward-king/ CONTACT METHOD ⁠rob@mining-international.org⁠ ⁠https://www.linkedin.com/in/rob-tyson-3a26a68/⁠ Podcast Description Rob Tyson is an established recruiter in the mining and quarrying sector and decided to produce the “Dig Deep” The Mining Podcast to provide valuable and informative content around the mining industry. He has a passion and desire to promote the industry and the podcast aims to offer the mining community an insight into people's experiences and careers covering any mining discipline, giving the listeners helpful advice and guidance on industry topics.  This Podcast has been brought to you by Disruptive Media. https://disruptivemedia.co.uk/

On today's episode, Virginia Rhodes, Partner at Meridian Compensation Partners, LLC, explains how the executive chair blends board leadership with hands-on strategy, when and why companies use the role during CEO transitions and what drives compensation decisions. She outlines how clear duties, governance alignment and communication plans support smooth transitions.Key Takeaways:00:00 Introduction.03:10 Executive chairs combine board leadership with active strategic involvement.04:22 Non-executive chairs focus on oversight and governance.06:54 Among large US companies, the executive chair role remains relatively uncommon.08:33 Stability and continuity support leadership change.10:32 Early deliberate discussion strengthens compensation planning.11:39 Incentive design aligns with responsibilities and time in role.14:38 Day-to-day involvement and CEO mentorship distinguish this role.22:12 Clear duties and communications enable effective governance.Resources:Virginia Rhodeshttps://www.linkedin.com/in/virginia-rhodes-b361251/Meridian Compensation Partners, LLChttps://www.linkedin.com/company/meridian-compensation-partners-llc/This episode is brought to you by Meridian Compensation Partners, LLC. Learn more by visiting MeridianCP.com. #Compensation #Wages #SPAC #Equity #ExecutiveCompensation #Clawback

Masa Takeda reacts to Japan's first female prime minister, Sanae Takaichi, and how she is expected to handle the Japanese economy. He notes that she advocates for proactive fiscal policy and is considered dovish on monetary policy. He discusses corporate governance reform in Japan and the legacy of “Abenomics,” named for Takaichi's mentor Shinzo Abe. He also looks at the rate path forward for the Bank of Japan.======== Schwab Network ========Empowering every investor and trader, every market day. Subscribe to the Market Minute newsletter - https://schwabnetwork.com/subscribeDownload the iOS app - https://apps.apple.com/us/app/schwab-network/id1460719185Download the Amazon Fire Tv App - https://www.amazon.com/TD-Ameritrade-Network/dp/B07KRD76C7Watch on Sling - https://watch.sling.com/1/asset/191928615bd8d47686f94682aefaa007/watchWatch on Vizio - https://www.vizio.com/en/watchfreeplus-exploreWatch on DistroTV - https://www.distro.tv/live/schwab-network/Follow us on X – https://twitter.com/schwabnetworkFollow us on Facebook – https://www.facebook.com/schwabnetworkFollow us on LinkedIn - https://www.linkedin.com/company/schwab-network/ About Schwab Network - https://schwabnetwork.com/about

Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine, Partner, McDermott Will & Schulte, about the release of a new report by the National Association of Corporate Directors on “Building a High-Trust Board-CEO Relationship.” They discuss the issues and concerns the report is trying to address, along with the report's recommendations.Watch this episode: https://www.youtube.com/watch?v=3ppXlG-9vy0Essential Legal Updates, Now in Audio AHLA's popular Health Law Daily email newsletter is now a daily podcast, exclusively for AHLA Premium members. Get all your health law news from the major media outlets on this podcast! To subscribe and add this private podcast feed to your podcast app, go to americanhealthlaw.org/dailypodcast. Stay At the Forefront of Health Legal Education Learn more about AHLA and the educational resources available to the health law community at https://www.americanhealthlaw.org/.

Today's podcast is titled “Should America Build a Missile Defense System?” Recorded in 2001, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, U.S. House Majority Leader Dick Armey, Director of Defense Policy Studies at the Cato Institute, Ivan Eland, Deputy Director of the Coalition to Reduce Nuclear Dangers, Stephen Young, and former Director of the Strategic Defense Initiative Organization and Chairman of High Frontier, Henry F. Cooper discuss whether the United States should build a national missile defense system. Listen now, and …

Story of the Week (DR):TRICK OR TREAT EDITIONBill Gates and his 'three truths': 'Climate change will not wipe out humanity'Trick: a gift to MAGA MMTreat: a focus on povertyThe 3 truths:"It's a serious problem, but it won't be the end of humanity""temperature is not the best way to measure progress on climate""health and prosperity are the best defence against climate change"Bill Gates' 180 on Climate Change: ‘It's Not Doomsday'Climate change won't end civilization, says Bill GatesBill Gates Backtracks on Climate Change Doomsaying: ‘Will Not Lead to Humanity's Demise'Memo From Bill Gates Warns Against Climate AlarmismBill Gates now says climate change won't be as serious as he fears - and calls for more spending on vaccines insteadBill Gates Says Climate Change Isn't So Bad After AllBill Gates Delivers ‘Tough Truths' on Climate Just Before Big U.N. TalksIn surprising turn, Bill Gates pens essay calling to reconsider investments on 'climate change'Bill Gates pivots climate strategy to focus on poverty over carbon emissions reductionWe won: Trump claims climate change hoax defeat after Bill Gates' commentsBut then there's:Report warns climate change causing millions of preventable deaths each yearAnnual climate change report finds “planet on the brink”OpenAI completes for-profit restructuring and grants Microsoft a 27% stake in the companyTrick or Treat?Trick: OpenAI has completed its for-profit recapitalization and converted its for-profit arm into the OpenAI Group Public Benefit CorporationTreat: The corporation remains controlled by the nonprofit foundation.Trick: Under the deal, Microsoft has gained a 27% stake and retained access to OpenAI's technology through 2032, including any AGI models verified by an independent panel.Treat: Microsoft has gained a 27% stakeThe agreement lifts long-standing capital restrictions and ends Microsoft's exclusive cloud rights.Layoffs are piling up, raising worker anxiety. Here are some companies that have cut jobs recentlyAmazon 14,000 (4%)Paramount Global 2,000 (10%)UPS 48,000Target Corporation 1,800 (8%)Nestlé 16,000 (6%)Lufthansa Group 4,000Novo Nordisk 9,000 (11%)ConocoPhillips 2,600–3,250 (20–25%)Intel Corporation 24,500 (24%)Microsoft 15,000 (3%)Procter & Gamble 7,000 (6%)Charter Communications 1,200 (1%)Workday 1,750 (9%)Some of the most Halloween-ish phrases in recent layoff memos:“Building a strong, future‑focused company” Paramount Skydance“Roles that are no longer aligned with our evolving priorities” Paramount“Reducing bureaucracy, removing layers, shifting resources” Amazon“Investing in our biggest bets” Amazon“We need to be organized more leanly … to move as quickly as possible”“We recognize these actions affect our most important asset: our people.” Paramount“Thriving business / success built on bold bets” YouTubeThe eerie subtext:Paramount: neopbaby David Ellison (daddy is world's 2nd richest man)Amazon: Jeff Bezos is world's 3rd richest manYouTube (Alphabet): Larry Page and Sergey Brin are 4th and 6th richest men, respectivelyTrick: the layoffsTreat: ummmm…. The announcement didn't happen six days before Christmas??CEOs who are also board chairs are the problem not the solution, says top governance expertTrick: the utter bullshit of the protected class: Charles Elson, founding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware and a director on several boards over his career: "I well recall the CEO and board chair of a manufacturing company (which I won't name) telling me smugly he had just bought a corporate airplane for his directors to use. He said he didn't expect much trouble from them after that."He currently serves on the board of Encompass HealthPreviously at Circon Corporation*, Sunbeam Corporation*, Nuevo Energy, AutoZone, Alderwoods Group, and Bob Evans FarmsTreat: We're always right MMGoodliest of the Week (MM/DR):DR: Renewable energy and EVs have grown so much faster than experts predicted 10 years ago and Brazil boasts drop in deforestation ahead of UN climate talksMM: Billionaires are spending big to stop Zohran Mamdani's NYC mayoral bid for this quote: DR“They're spending more money than I would even tax them,” Mamdani said in an interview with MSNBC Tuesday.Assholiest Seven Deadly Sinnliest of the Week (MM):Wrath: Serious New Hack Discovered Against OpenAI's New AI BrowserMost browsers store passwords or stay logged in to banks and other sites - OpenAI's browser allows a hacker to inject a prompt into the AI that says something like “send all money in your bank account to this account” without you even knowingIt does not allow you to say “depose Sam Altman as CEO of OpenAI”Gluttony DR: John C. Malone to Transition to Chairman Emeritus of Liberty Media CorporationRelease quote: “effective January 1, 2026, long-standing Chairman of the Board, John C. Malone, will step down from the board of directors”Release reality: “Man with 49.2% voting power over company sits in corner of board meetings he feels like going to and demands to know why the donuts are all plain jelly and not powdered sugar jelly before firing the entire board he's not technically on.”Sloth: Goldman Sachs CEO David Solomon: The bank hasn't made enough progress in hiring womenWhen asked, “Solomon estimated that women make up 41% of Goldman's total workforce on Thursday, although he said he was not certain of the percentage.”Pride: Delta calls on Congress to immediately end government shutdown, pay air traffic controllers58% of Delta political contributions were to this GOP, with majority of committee lobbying/spending for appropriation committee republicansEnvy: Turns Out, Wikipedia Isn't That 'Woke' As Grokipedia Rips Off Most of Its PagesGrokipedia's Article on the Cybertruck Clearly Shows Why the Whole Project Is DoomedMost of Grokipedia's 800,000 articles currently are copies of Wikipedia - except when Musk tweets something, then Grok replaces parts of the article with essentially Musk's thoughtsThis is what he wants an extra $1tn to accomplishLust: Meta denies torrenting porn to train AI, says downloads were for “personal use”Strike 3 Holdings discovered illegal downloads of some of its adult films on Meta corporate IP addresses, as well as other downloads that Meta allegedly concealed using a “stealth network” of 2,500 “hidden IP addresses.” Accusing Meta of stealing porn to secretly train an unannounced adult version of its AI model powering Movie Gen, Strike 3 sought damages that could have exceeded $350 millionGreed: OpenAI Restructure Paves Way for IPO and AI Spending SpreeIPO expected to open at a $1tn valuation - it's last funding round was a $500bn valuation a month agoThe non profit - the part that is expected to create AI for the benefit of all humanity - currently owns 26% of the new for profit structure and “controls” the boardThe board has on it Bret Taylor (ex boards of Salesforce - co founder, Twitter), Adam D'Angelo (Asana, CEO Quora, ex CTO Facebook), Sue Desmond-Hellmann (Pfizer, ex Gates Foundation CEO, ex Meta board), Zico Kolter (co founder Gray Swan AI, professor, ex Stanford), Gen Paul Nakasone (ex NSA, cybersecurity), Bayo Ogunlesi (Blackrock, Topgolf, Kosmos Energy, ex Goldman board, investment banker), Nicole Seligman (lawyer for Ollie North, ex Sony), and Larry Summers (ex Harvard prez, current douchebag, ex Epstein island, ex Sec of Treasury)So 100% of the board is 100% for profit assholes picked by the 26% non profit entity to offset the for profit motivations of… Microsoft, who owns 27% of the sharesHeadliniest of the WeekDR: Claim that climate change does not affect bananas lacks contextMM: Secret Double Octopus Appoints Former NetApp CEO Dan Warmenhoven to its Board of DirectorsHow are we not taken seriously when this company is a cybersecurity firm that works with banks??MM: Embattled ​Tylenol Maker Kenvue Hires New Marketing ChiefProblem solved!Who Won the Week?DR: climate change deniersMM: Jim Umpleby, current Executive Chair at Caterpillar, who Jim Cramer just called a "visionary", when JUST LAST WEEK we pointed out there are 122 non founder or family exec chairs roaming around (like Umpleby) who have a long history of just below average performancePredictionsDR: Bill Gates' next billionaire truth: "Pumpkins are not actually orange. And we should be thinking about grapefruits instead."MM: Goldman Sachs CEO David Solomon looks up the number of women who work at Goldman

This Archive Thursday episode of With Flying Colors revisits a timely and important topic: corporate governance. Mark is joined by former NCUA colleagues Todd Miller and Steve Farrar  to explore why governance issues are at the heart of many troubled credit unions.They cover:How poor governance can sink an institution — and how strong governance can turn it around.The importance of tone at the top, ethics, and board oversight.Why diversity of skills, demographics, and perspectives matters for boards.The regulatory framework: NCUA's limited guidance versus FDIC's more robust tools.Resources for directors, including FDIC pocket guides, training, and self-assessments.Real-world stories from examinations, conservatorships, and boardrooms.Whether you're a director, executive, or examiner, this episode highlights why governance is more than compliance — it's culture, accountability, and the foundation of credit union safety and soundness.

(0:00) Intro to this episode(1:34) About the podcast sponsor: The American College of Governance Counsel.(2:21) Start of interview(3:19) Joele Frank's origin story(5:02) Anne Chapman's origin story(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).(12:46) Shareholder activism in today's market(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27](18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"(21:27) On mega grants.(23:17) The evolution of M&A in shareholder activism(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).(28:38) Evolution of ESG/DEI, including boardroom diversity.(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).(48:50) The Changing Landscape of Board Composition(49:55) The Importance of Board Evaluations(51:45) On the "stay private or go public" debateJoele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Today's podcast is titled “The War on Drugs: A 1990s Debate on Prohibition versus Legalization” Recorded in 1995, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas hosts a discussion about the war on drugs with former Cato Institute executive vice president David Boaz, former dean of National College of Criminal Defense Emmett Colvin, FBI special agent Buck Revell, and DEA special agent Phil Jordan. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

Darren Rosenblum, professor of law at St. John's University, joins the Business Scholarship Podcast to discuss their article Queers, Closets, and Corporate Governance. This episode is hosted by Andrew Jennings, associate professor of law at Emory University, and was edited by Alec Johnson, a law student at Emory University.

Today's podcast is titled “Liberal, Objectivist, Conservative: Divergent Voices in America” Recorded in 1998, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas hosts a discussion about three distinct ideological frameworks with CPAE professional speaker and author Phil Wexler, philosopher and author Leonard Peikoff, and Chair and CEO of the Eagle Forum Phyllis Schlafly. Listen now, and don't forget to subscribe to get updates for the Free To Choose Media Podcast.

Today's podcast is titled “Ayn Rand and Objectivism: Is Atlas Shrugging?” Recorded in 1998, Dennis McCuistion, former Clinical Professor of Corporate Governance and Executive Director of the Institute for Excellence in Corporate Governance at the University of Texas at Dallas speaks with philosopher and author Leonard Peikoff about Objectivism, Ayn Rand, and her novel, Atlas Shrugged. Listen now, and don't forget to subscribe to get updates each week for the Free To Choose Media Podcast.