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    • All HBS Web  (672)
      • Faculty Publications  (41)

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      The Structure of Board Committees
      The Structure of Board Committees
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      • January 2021
      • Case

      Aptiv PLC Board of Directors (A)

      By: Lynn S. Paine and Will Hurwitz
      Aptiv’s board must decide whether a joint venture with an auto maker is the right next step in the company’s efforts to develop and commercialize a production-ready autonomous driving system. While many commentators believed that Aptiv’s self-driving technologies had...  View Details
      Keywords: Automotive Industry; Bankruptcy Reorganization; Board Of Directors; Board Committees; Board Decisions; Board Dynamics; Corporate Boards; Innovation And Strategy; Legal Aspects Of Business; Spin Off; Strategic Alliances; Strategic Change; Strategic Evolution; Supplier Relationships; Technological Change; Corporate Governance; Governing And Advisory boards; Innovation Strategy; Going Public; Joint Ventures; Leadership; Restructuring; Technological Innovation; Transformation; Auto Industry; Europe; United States
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      Paine, Lynn S., and Will Hurwitz. "Aptiv PLC Board of Directors (A)." Harvard Business School Case 321-050, January 2021.
      • October 6, 2020
      • Article

      Test Your Board's Readiness for the Post-COVID Era

      By: Lynn S. Paine
      Research suggests that well-run boards take the process of self-evaluation quite seriously, often using a combination of director surveys and personal interviews to assess the functioning and effectiveness of the board, its committees, and its individual members. As...  View Details
      Keywords: Health Pandemics; Governing And Advisory boards; Performance Evaluation
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      Paine, Lynn S. "Test Your Board's Readiness for the Post-COVID Era." Harvard Business Review Digital Articles (October 6, 2020).
      • 2019
      • Working Paper

      Bank Boards: What Has Changed Since the Financial Crisis?

      By: Shiva Rajgopal, Suraj Srinivasan and Forester Wong
      Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii)...  View Details
      Keywords: Banks And Banking; Governing And Advisory boards; Corporate Governance; Financial Crisis; Change; Diversity
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      Rajgopal, Shiva, Suraj Srinivasan, and Forester Wong. "Bank Boards: What Has Changed Since the Financial Crisis?" Harvard Business School Working Paper, No. 19-108, April 2019.
      • April 2019
      • Technical Note

      A Note on Boards in VC-Backed Ventures

      By: Shikhar Ghosh, Ramana Nanda, Suraj Srinivasan and Terrence Shu
      What is the value of a Board, and why does a company need one? The note documents the formal role of a Board of Directors as going beyond simply acting as legal representation of corporate ownership. Moreover, this role changes as the company moves through different...  View Details
      Keywords: Founders; Business Startup; board; Board Of Directors; Business Startups; Governing And Advisory boards; Venture Capital; Entrepreneurship
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      Ghosh, Shikhar, Ramana Nanda, Suraj Srinivasan, and Terrence Shu. "A Note on Boards in VC-Backed Ventures." Harvard Business School Technical Note 819-128, April 2019.
      • November 2018 (Revised January 2019)
      • Case

      The Weir Group: Reforming Executive Pay (A)

      By: Lynn S. Paine and Federica Gabrieli
      In February 2018, the Remuneration Committee together with the full Board of Directors of the Scotland-based engineering company The Weir Group had to decide whether to seek a shareholder vote at the upcoming Annual General Meeting in April on a proposal to reform the...  View Details
      Keywords: General Management; Board Of Directors; Executive Committees; Human Resource Management; Compensation; Pay For Performance; Incentives; Bonuses; Incentive Programs; Employee Stock Ownership Plans; Performance Measurement; Corporate Governance; Governing And Advisory boards; Human Resources; Management; Executive Compensation; Change; Performance Evaluation; Employee Stock Ownership Plan; Europe; United Kingdom; Scotland
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      Paine, Lynn S., and Federica Gabrieli. "The Weir Group: Reforming Executive Pay (A)." Harvard Business School Case 319-046, November 2018. (Revised January 2019.)
      • 2018
      • Working Paper

      Intra-Organizational Brokerage Ability and Motivation: Inter-Board-Committee Coordination after Peer Restatement Events

      By: Shelby Gai, J. Yo-Jud Cheng and Andy Wu
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      Gai, Shelby, J. Yo-Jud Cheng, and Andy Wu. "Intra-Organizational Brokerage Ability and Motivation: Inter-Board-Committee Coordination after Peer Restatement Events." Working Paper, May 2018.
      • September 2017 (Revised January 2019)
      • Case

      FJ Management Inc.

      By: Lynda M. Applegate and Matthew G. Preble
      In late 2015, Crystal Call Maggelet, president and CEO of FJ Management, is working with her investment committee to help set the company’s strategic direction. Maggelet, daughter of the company’s founder, has led FJ Management since 2009 when she stepped in as CEO...  View Details
      Keywords: Turnaround; Company History; Family Business; Transformation; Volatility; Change Management; Entrepreneurship; Ethics; Moral Sensibility; Values And Beliefs; Cash Flow; Insolvency And Bankruptcy; Financial Liquidity; Financial Management; Governance; Corporate Governance; Governance Controls; Leadership; Leading Change; Crisis Management; Negotiation; Organizational Change And Adaptation; Family Ownership; Business And Stakeholder Relations; Business Strategy; Energy Industry; Travel Industry; Retail Industry; Service Industry; Utah
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      Applegate, Lynda M., and Matthew G. Preble. "FJ Management Inc." Harvard Business School Case 818-028, September 2017. (Revised January 2019.)
      • February 2017 (Revised March 2018)
      • Case

      BIM: Finding New Ways to Grow

      By: Michael Chu and Gamze Yucaoglu
      BIM, Turkey’s giant retailer with a hard-discount model for the popular segments, must decide whether to launch a brand-new format challenging the modern supermarkets. Since its founding in 1995, BIM has adhered to a business model based on a relentless focus on costs...  View Details
      Keywords: Turkey; Emerging Markets; Private Sector; For-profit Firms; Business Model; Business Strategy; Competitive Advantage; Growth And Development Strategy; Value Creation; Change Management; Decision; Growth Management; Emerging Markets; Private Sector; For-profit Firms; Business Model; Business Strategy; Competitive Advantage; Growth And Development Strategy; Value Creation; Change Management; Decisions; Growth Management; Retail Industry; Turkey
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      Chu, Michael, and Gamze Yucaoglu. "BIM: Finding New Ways to Grow." Harvard Business School Case 317-097, February 2017. (Revised March 2018.)
      • December 2016
      • Article

      Deal Process Design in Management Buyouts

      By: Guhan Subramanian
      Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and...  View Details
      Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness
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      Subramanian, Guhan. "Deal Process Design in Management Buyouts." Harvard Law Review 130, no. 2 (December 2016): 590–658.
      • 2016
      • Working Paper

      The Structure of Board Committees

      By: Kevin D. Chen and Andy Wu
      We document and analyze board committee structures utilizing a novel dataset containing full board committee membership for over 6,000 firms. Board committees provide benefits (specialization, efficiency, and accountability benefits) and costs (information...  View Details
      Keywords: Corporate Governance; Board Of Directors; Board Committees; Specialization; Accountability; Information Segregation; Overloaded Directors; Multi-commitee Directors; Sarbanes-oxley Act; Corporate Accountability; Governing And Advisory boards; Accounting; Corporate Governance
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      Chen, Kevin D., and Andy Wu. "The Structure of Board Committees." Harvard Business School Working Paper, No. 17-032, October 2016.
      • February 2015
      • Case

      BlackRock: Diversity as a Driver for Success

      By: Boris Groysberg and Katherine Connolly
      In July 2014, the Global Executive Committee (GEC) for BlackRock, the world's largest asset manager, held a two-day offsite to discuss the state of talent within the firm. A year prior, in 2013, Chairman and CEO Laurence (Larry) Fink had asked Global Head of HR Jeff...  View Details
      Keywords: Women And Leadership; Diversity; Human Capital; General Management; Leadership; Change Management; Human Capital; Leading Change; Management Practices And Processes; Organizational Culture; Financial Services Industry; United States
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      Groysberg, Boris, and Katherine Connolly. "BlackRock: Diversity as a Driver for Success." Harvard Business School Case 415-047, February 2015.
      • July–August 2014
      • Article

      Sustainability in the Boardroom: Lessons from Nike's Playbook

      By: Lynn S. Paine
      One surprising role of Nike's corporate responsibility committee is to provide support for innovation. More and more companies recognize the importance of corporate responsibility to their long-term success—and yet the matter gets short shrift in most boardrooms,...  View Details
      Keywords: Corporate Governance; Corporate Accountability; Globalized Firms And Management; Corporate Social Responsibility And Impact; Environmental Sustainability; Apparel And Accessories Industry; Sports Industry
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      Paine, Lynn S. "Sustainability in the Boardroom: Lessons from Nike's Playbook." Harvard Business Review 92, nos. 7/8 (July–August 2014): 87–94.
      • June 2013 (Revised September 2016)
      • Case

      Governance and Sustainability at Nike (A)

      By: Lynn S. Paine, Nien-he Hsieh and Lara Adamsons
      Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social...  View Details
      Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; Sb&i; Flyknit; Dyecoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Decision Choices And Conditions; Decisions; Ethics; Fairness; Globalized Firms And Management; Multinational Firms And Management; Globalized Markets And Industries; Governance; Corporate Accountability; Corporate Governance; Innovation And Invention; Innovation And Management; Innovation Leadership; Innovation Strategy; Goals And Objectives; Management Practices And Processes; Corporate Social Responsibility And Impact; Performance; Alignment; Supply Chain; Organizational Change And Adaptation; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices And Conditions; Decisions; Ethics; Fairness; Globalized Firms And Management; Multinational Firms And Management; Globalized Markets And Industries; Governance; Corporate Accountability; Corporate Governance; Innovation And Invention; Innovation And Management; Innovation Leadership; Innovation Strategy; Goals And Objectives; Management Practices And Processes; Corporate Social Responsibility And Impact; Performance; Alignment; Supply Chain; Organizational Change And Adaptation; Judgments; Apparel And Accessories Industry; Asia; China; United States; Oregon; Portland
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      Paine, Lynn S., Nien-he Hsieh, and Lara Adamsons. "Governance and Sustainability at Nike (A)." Harvard Business School Case 313-146, June 2013. (Revised September 2016.)
      • June 2013 (Revised September 2016)
      • Supplement

      Governance and Sustainability at Nike (B)

      By: Lynn S. Paine, Nien-he Hsieh and Lara Adamsons
      Two members of Nike's executive team must decide what sustainability targets to propose to Nike's CEO and to the corporate responsibility committee of Nike's board of directors. Set in 2012, the case traces the evolution of Nike's approach to environmental and social...  View Details
      Keywords: Nike; Hannah Jones; Mark Parker; Phil Knight; Philip Knight; Eric Sprunk; Jill Ker Conway; Phyllis Wise; Don Blair; Sustainable Business And Innovation; Sb&i; Flyknit; Dyecoo; Footwear; Athletic Footwear; Apparel; Athletic Apparel; Sustainability; Greenpeace; Detox Campaign; Dirty Laundry; Water; Water Use; Water Pollution; Water Resources; Corporate Responsibility Committee; Decision Choices And Conditions; Decisions; Ethics; Fairness; Globalized Firms And Management; Multinational Firms And Management; Globalized Markets And Industries; Governance; Corporate Accountability; Corporate Governance; Innovation And Invention; Innovation And Management; Innovation Leadership; Innovation Strategy; Goals And Objectives; Management Practices And Processes; Corporate Social Responsibility And Impact; Performance; Alignment; Supply Chain; Organizational Change And Adaptation; Judgment; Board Of Directors; Board Committees; Environmental And Social Sustainability; Footwear Industry; Decision Choices And Conditions; Decisions; Ethics; Fairness; Globalized Firms And Management; Multinational Firms And Management; Globalized Markets And Industries; Governance; Corporate Accountability; Corporate Governance; Innovation And Invention; Innovation And Management; Innovation Leadership; Innovation Strategy; Goals And Objectives; Management Practices And Processes; Corporate Social Responsibility And Impact; Performance; Alignment; Supply Chain; Organizational Change And Adaptation; Judgments; Apparel And Accessories Industry; Asia; China; United States; Oregon; Portland
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      Paine, Lynn S., Nien-he Hsieh, and Lara Adamsons. "Governance and Sustainability at Nike (B)." Harvard Business School Supplement 313-147, June 2013. (Revised September 2016.)
      • February 2013
      • Case

      Diamond Foods, Inc.

      By: Suraj Srinivasan and Tim Gray
      The Diamonds Foods, Inc. case describes the major accounting blow up at the company in late 2011 that was triggered by a report by Off Wall Street, a prominent short selling research firm. Diamond Foods, a high flying growth company in 2011, grew from a walnut farmers'...  View Details
      Keywords: Accounting Restatements; Accounting Scandal; Accounting; Financial Analysis; Financial Statement Analysis; Financial Statements; Valuation; Short Selling; Revenue Recognition; Board Of Directors; Audit Committees; Auditing; Financial Reporting; Financial Statements; Agribusiness; Accrual Accounting; Earnings Management; Corporate Accountability; Corporate Disclosure; Corporate Governance; Valuation; Revenue; Agriculture And Agribusiness Industry; California; Cambridge
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      Srinivasan, Suraj, and Tim Gray. "Diamond Foods, Inc." Harvard Business School Case 113-055, February 2013.
      • October 2012 (Revised February 2013)
      • Case

      Jim Johnson's Re-election to the Goldman Sachs Board

      By: Suraj Srinivasan and Kelly Baker
      The case presents the opposition by a leading institutional investor in Goldman Sachs to the re-election of Jim Johnson to the board of directors of the company. The investor, Sequoia Fund, opposes the re-election citing Jim Johnson's prior track record as the CEO of...  View Details
      Keywords: Board Of Directors; Corporate Governance; Director Elections; Goldman Sachs; Reputation; Institutional Investing; Governing And Advisory boards; Corporate Accountability; Banking Industry; New York (city, Ny)
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      Srinivasan, Suraj, and Kelly Baker. "Jim Johnson's Re-election to the Goldman Sachs Board." Harvard Business School Case 113-050, October 2012. (Revised February 2013.)
      • 2012
      • Article

      Hiring Cheerleaders: Board Appointments of 'Independent' Directors

      By: Lauren Cohen, Andrea Frazzini and Christopher Malloy
      We provide evidence that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data on...  View Details
      Keywords: Recruitment; Management; Corporate Governance; Performance; Governing And Advisory boards; Executive Compensation; Governing Rules, Regulations, And Reforms; Prejudice And Bias
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      Cohen, Lauren, Andrea Frazzini, and Christopher Malloy. "Hiring Cheerleaders: Board Appointments of 'Independent' Directors." Management Science 58, no. 6 (June 2012): 1039–1058.
      • October 2010 (Revised October 2011)
      • Case

      Ken Langone: Member, GE Compensation Committee

      By: Suraj Srinivasan and Lizzie Gomez
      On September 2003, Richard Grasso stepped down as chairman and CEO of the New York Stock Exchange, following weeks of intense public criticism over the size of his $190 million compensation package. As chairman of the committee that oversaw Grasso's payout, Ken Langone...  View Details
      Keywords: Accounting; Corporate Governance; Governing And Advisory boards; Employee Stock Ownership Plan; Executive Compensation; Governing Rules, Regulations, And Reforms; Labor And Management Relations; Wages; Change Management; Energy Industry; New York (city, Ny)
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      Srinivasan, Suraj, and Lizzie Gomez. "Ken Langone: Member, GE Compensation Committee." Harvard Business School Case 111-060, October 2010. (Revised October 2011.)
      • January 2010 (Revised April 2013)
      • Case

      Aubrey McClendon's Special Incentive Compensation at Chesapeake Energy (A)

      By: Paul Healy, Clayton S. Rose and Aldo Sesia
      Aubrey McClendon, founder and CEO of Chesapeake Energy, was, according to Fortune Magazine, the highest paid U.S. CEO in 2008 receiving over $100 million in total compensation. McClendon received this compensation despite a significant drop in the company's stock price...  View Details
      Keywords: Financial Statements; Financial Reporting; Price; Stock Options; Valuation; Joint Ventures; Business Growth And Maturation; Economic Growth; Growth And Development Strategy; Change Management; Energy Industry; United States
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      Healy, Paul, Clayton S. Rose, and Aldo Sesia. "Aubrey McClendon's Special Incentive Compensation at Chesapeake Energy (A)." Harvard Business School Case 110-047, January 2010. (Revised April 2013.)
      • January 2009 (Revised June 2010)
      • Case

      Cisco Business Councils (2007): Unifying a Functional Enterprise with an Internal Governance System

      By: Ranjay Gulati
      In response to the 2001 market downturn, Cisco Systems implemented a major restructuring that transformed the company from a decentralized to centralized organization. While recognizing that a centralized, functional structure was necessary to avoid product and...  View Details
      Keywords: Restructuring; Customer Focus And Relationships; Governing And Advisory boards; Resource Allocation; Organizational Change And Adaptation; Organizational Structure; Corporate Strategy; Technology Industry
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      Gulati, Ranjay. "Cisco Business Councils (2007): Unifying a Functional Enterprise with an Internal Governance System." Harvard Business School Case 409-062, January 2009. (Revised June 2010.)
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