The Public Company Series: Board Structure and Composition

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.

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.