In this episode, Doug Chia sits down with Paul Washington, president and CEO of the Society for Corporate Governance, to explore how public company board committees ended up with the familiar Audit, Compensation, and Nominating & Governance structure and why that structure may no longer match the demands boards face today. Paul explains how the post-Enron regulatory environment solidified the three-committee model and why simply handing emerging issues to existing committees is creating frustration for both boards and management.

Together, Doug and Paul walk through the gaps left by the current structure and outline a practical, step-by-step process to reassess what work is done where. They discuss how clarifying committee responsibilities can streamline board agendas, strengthen oversight, and improve alignment with management. The conversation offers concrete guidance for governance professionals seeking to optimize committee workload, sharpen accountability, and ensure the board is adding value in the right places.

To learn more & get resources:

• OnBoard: www.onboardmeetings.com
• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

Subscribe now to hear insights from the most respected voices in corporate law and governance.

Corporate governance begins with the board of directors, but designing the “right” board is far more complex than following a standard formula. In this episode, Doug Chia is joined by Steven Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP. Together, they explore why one-size-fits-all approaches to board design often fall short and what companies should consider instead.

The conversation covers key decision points including board leadership structure, the chair versus CEO debate, director independence, and the often-overlooked importance of multiple leadership roles within the board.

To learn more & get resources:

• OnBoard: www.onboardmeetings.com
• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

Subscribe now to hear insights from the most respected voices in corporate law and governance.

Shareholder engagement has come a long way from its early days as a loosely defined practice to a core component of modern corporate governance. In this episode, Doug Chia is joined by Matt Filosa, Senior Managing Director at Teneo, to trace the evolution of engagement from pre-Dodd-Frank conversations around say on pay to today’s polarized environment shaped by pro- and anti-ESG activism.

The conversation explores how shifting political, regulatory, and social dynamics are forcing boards and investors to reassess what “successful” engagement actually means. The unintended consequences of past engagement practices, the rise of anti-ESG activism using familiar playbooks, and the growing misalignment between what companies and investors hope to get out of engagement today. The episode offers a candid look at why two-way dialogue has become more complicated, and why it remains essential.

To learn more & get resources:

• OnBoard: www.onboardmeetings.com
• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

Subscribe now to hear insights from the most respected voices in corporate law and governance.