“When Overlapping Directors Sit on Boards With Opposing Governance Policies”


A new study on corporate political transparency shows that at least 85 directors hold overlapping positions on two or more boards of companies that have different policies on the issue.

The Center for Political Accountability shared its study with Corporate Counsel, which tried to explore the dilemma facing directors. The center helps produce the CPA-Zicklin Index, which scores Standard & Poor’s 500 companies on their political transparency and accountability.

The 2019 index ranked companies in five tiers, with 20% of the highest scores in the top tier, and 20% of the lowest scores in the bottom tier. The score is primarily based on whether the company has a publicly stated policy on disclosing political spending, and how broad that policy is.

The new study looks at directors of the top-tier companies and identifies when they also sit on boards of bottom-tier companies.

For example, David Taylor is chairman of the board, president and CEO of Procter & Gamble Co. based in Cincinnati. P&G is a top-tier company on the index.

But Taylor also sits on the board of Delta Airlines Inc., which is a bottom-tier company, where he is joined by P&G director Francis “Frank” Blake, who is the nonexecutive chairman of Delta’s board. Neither Taylor nor Blake returned messages seeking comment.

Bruce Freed, president and co-founder of the center, said overlapping directors such as these may be “exposing their companies to serious risk.”

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