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NYSE Governance Services

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What Directors Think 2016

A Corporate Board Member / Spencer Stuart Survey

February 29, 2016

By Melanie Nolen and Kimberly Crowe

With an ever-changing marketplace, public boards are constantly realigning their priorities to ensure they can fulfill their fiduciary duties while maximizing shareholder value. to better gauge board practices across industries, each year NYSE Governance Services dedicates its first quarter issue of Corporate Board Member to our flagship survey, What directors think. this premier research illuminates what’s on the minds of uS public company directors, bringing fresh insight to the corporate governance community.


February 22, 2016

By Kimberly S. Crowe

There's no denying the behemoth that technology has become in corporate America—and while it fuels progress, it also creates vulnerability. Accordingly, directors and GCs strongly agree that the single biggest issue companies face today is getting their arms around IT and cyber risks. But as daunting as that may be, boards, executives, and their legal teams also have plenty of other critical issues to consider—some of which, like operational risks, compliance issues, and crisis preparedness, are simply the result of managing the business, while others, such as maintaining a competitive strategy, engaging with shareholders, and harnessing social media are an outgrowth of high performance—and wanting that performance to continue.


February 22, 2016

Kudos to the firms that made our 2015 America’s Best Corporate Law Firms’ list—top-shelf firms voted on by a nationwide survey of corporate directors and general counsel.

The listings on the following pages represent firms whose unmatched integrity and reputation qualify their place at the table this year. Their track records speak for themselves in the arenas of corporate litigation, transactions, corporate governance, as well as many other practice areas that make them invaluable legal resources to public companies.

Board of Directors Compliance & Ethics Survey

July 28, 2015

From NYSE Governance Services and SCCE

Less than half (49%) of directors surveyed indicated that they were “sufficiently” trained by the organization in which they serve in terms of ethics and compliance best practices.

90% of those who completed the survey indicated that the Chief Compliance and Ethics Officer provides full and complete data and information on the operation to the board to allow the board to make informed decisions.

Four out of five respondents indicated that the person responsible for the day-to-day operation of the compliance program personally attends meetings with the board.

What Directors Think 2015

March 2, 2015

By Kimberly Crowe and Deborah Scally

This year we received nearly 500 responses from directors who didn’t mind sharing their opinions and comments on these issues. More than 70% came from those who identified themselves as outside directors, and another 20% said they serve as board chair or lead director. Forty-four percent have served on a board for more than 10 years, and another 33% have served five to 10 years. Just over 30% are at companies whose annual revenues are in the $1.1 billion to $5 billion range; another 20% serve companies in the $500 million to $1 billion range. The remainder are fairly evenly split between companies with less than $500 million in revenues and those with revenues $5.1 billion and above.

Embracing Risk Oversight - The Board's Role In Setting The Right Culture

October 6, 2014

From NYSE Governance Services and Thomson Reuters

Board members have a legal, fiduciary duty to oversee risk, but it is less clear as to where “the buck stops” when it comes to ownership for corporate risk oversight and setting the proper risk culture within the context of the boardroom today. What role does management play and what role does the board play? Recent research from NYSE Governance Services and Thomson Reuters suggests that some board members worry fellow directors do not understand the risk culture within the company, and overall, directors rate management’s understanding of risk higher than their own.

Where should boards’ priorities lie with regard to risk oversight? What improvements are needed to ensure boards are fully invested in both understanding and overseeing risk? Though the amount and scope of risk information is improving, the results of our survey point to several gaps in board members’ knowledge, raising the question of how well directors are equipped to fully vet risk scenarios or tackle strategic risk decisions.

Women on Boards Survey Finds Legislation Major Driver of Change

September 19, 2014

From GMI Ratings

Based on data for almost 6,000 companies in 45 countries, and including historical data, the survey provides a broad and detailed assessment of global progress on gender diversity among corporate directors. The survey finds extremely slow progress in most of the world outside Europe, which has led on this issue through the adoption of legal mandates for the representation of women on corporate board. The findings will be of particular interest to investors and others seeking to increase board diversity through non-legislative means in North America and elsewhere.

GCs in the Boardroom

April 26, 2014

From BarkerGilmore

NYSE Governance Services, Corporate Board Member and BarkerGilmore collaborated to survey the opinions of directors who serve or chair the company’s nominating/governance committee, board chairs, and CEOs of U.S.-based publicly traded companies. The survey analyzes their opinions about the value of the corporate general counsel to the executive team and reports on perceptions of the value of general counsel as outside board members of other companies.

2014 "What Directors Think" Study

February 28, 2014

By Deborah Scally and Kimberly Crowe

What kind of board does your company need to maintain a competitive edge? Industry and leadership experience are obviously important factors and most boards have added a financial expert thanks to Sarbanes-Oxley, but does your board have IT expertise? Social media savvy? How about an international perspective?

Given the meteoric rise in IT risk, it is likely your board either already has a director who is well versed in information technology and data security or is looking for one to help it better understand the company’s IT risk profile. The same is true for the fast-growing realm of social media; its increased use as a competitive strategy in recent years has brought correspondingly greater risks. And if your company is contemplating expansion outside of the United States, bringing in a board member with international experience is a must. At the same time, more attention must be paid to the tricky arena of anticorruption and FCPA compliance, with its minefield of risk.

The results of the 2014 Corporate Board Member/Spencer Stuart What Directors Think survey, a long-running annual study based on the input of public company directors nationwide, reveal directors’ views on rejuvenating the board, risk oversight, say on pay, and more. In many areas, this year’s findings align with more than a decade of What Directors Think results and demonstrate that CEO succession and the desire for more time for strategic planning continue to be chief challenges for U.S. public company boards.

In addition to the core areas of study, this year we posed a number of questions around board structure, turnover, and guidelines to better understand the methods and processes boards are employing to maintain their vibrancy and effectiveness. Interestingly, quite a few directors wrote in to comment that these latter issues, while topical, should never become a distraction from their primary responsibility of improving the bottom line.