Corporate governance encompasses the rules of engagement, the infrastructure, and the language spoken by the many players in and around the boardroom. Most importantly, however, corporate governance embodies the role of the boards of directors—the decision makers at the top of an organization. A fundamental tenet of corporate governance is that a board of directors makes informed decisions as it carries out its fiduciary duties in the best interests of its shareholders in order to create long-term shareholder value. It then follows that to make the most informed decisions, a board of directors should possess a diverse mix of business attributes, backgrounds and skills so that it can properly carry out its fiduciary duties.

Much has been written and studied about various aspects of diversity in boardrooms across the globe, including in the United States. The data continues to show that the pace of change in the boardroom remains painfully slow. (See, e.g., Spencer Stuart Board Index: A Perspective on U.S. Boards, SPENCER STUART (2016) (focusing on the S&P 500), available at https://www.spencerstuart.com/~/media/pdf files/research and insight pdfs/spencer-stuart-us-board-index-2016_16dec2016.pdf). Pressures to accelerate the pace in service of value creation is coming from all directions including investors. (See, e.g., Larry Fink, Annual Letter to CEOs: I write on behalf of our clients, BLACKROCK (Jan. 24), available at https://www.blackrock.com/corporate/en-us/investor-relations/larry-fink-ceo-letter; see also, Commonsense Corporate Governance Principles, (open letter signed by 13 CEOs of large U.S. companies), http://www.governanceprinciples.org).

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