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Interview with Jonathan Foster, founder and managing director of Current Capital Partners, as he launches his new book: On Board: The modern playbook for corporate governance.



Jonathan Foster is the founder and managing director of Current Capital Partners, an M&A advisory and private equity investing firm. He spent a decade at Lazard, ultimately as a managing director, and has served on more than 50 boards, including Fortune 500 companies, private firms, and companies navigating restructurings.



What topics are explored on the realities of the modern director’s role?



A large part of the book provides a contemporary history on the past 50 years or so of transactions, mergers and acquisitions, leveraged buyouts, activism and restructuring.

I then discuss the tremendous growth in the institutional investor and the ESG issues at the forefront. For each of those topics, I discuss the court cases, laws and regulations that bring us to best practices for today.

In the final section of the book, I talk about 10 different issues that I think are critical for good governance issues that might not be entirely obvious, such as how you should interact with CEOs, or how a board can help a company prepare for a crisis.

I tried to write it with a lot of stories and anecdotes from inside boardrooms and courtrooms, CEOs, judges, attorneys, bankers and the like.



As you look at how the role and functioning of the board has changed, what needs to be improved?



The board should be focused on getting better every day. It sounds simple, but it all starts with the directors, the people. It's all about care and loyalty.

Care means that you should not be shy about seeking outside help and advisors, and you make as informed decisions as you possibly can. Loyalty means you're thinking only of the company. Not yourself, not the CEO - just the company. While that may appear easy, it's proven time and again to be challenging.



The first of 10 recommendations cited in the book is to understand board culture and chemistry. How do you define those areas?



I think you need to look for and really understand how the directors work with management and within their group. You learn about this by being a really good observer and listening before you speak. You can't be effective in any group without understanding the culture. That's why it's so important.



Are these things that you look for before you join a board or perhaps in the recruitment and interview process or are they only unpacked once you've been on the board for several meetings?



No, I think you get a good flavor from the interview process. I think anybody who's had some success in their career by definition is a pretty good people person. I think in a 45-minute conversation with somebody to which you come well prepared, you can get a good read on that person: Are they informed? Do they listen? When you ask a fairly detailed question, is there a decent answer?

I remember once when I was interviewing for a board and I asked a particular question - it was a pretty simple question. The company had two business segments; one was a world leader in a particular category. I was probably trying to show I've done my homework. So, I said, “Can you tell me what's your market, in your major business segment?” I knew it was 32%, but this director had no idea. That was pretty shocking, and it told me that this board wasn't particularly well informed.



You write that activism is not a problem when interests are aligned. What is the director’s side of the bargain and what is the activist’s, in your opinion?



It should be exactly the same thing - to maximize long-term shareholder value. However, oftentimes, activists are just seen as the aggressors, and the companies' instinct is to fight. The reality is, activists often have good intentions and good ideas, but their incentives may not be aligned with the board and management incentives.

Every activist has multiple investments, maybe in a vehicle, maybe in a fund. But the reality is they have multiple investments and so by definition, an activist can potentially be more aggressive than a board, and management would prudently be because the board and management are only responsible for one company. That drives a lot of the difference in perspective.

I think that every director should think like an activist. What would an activist say? It's all about maximizing the long-term shareholder value.

A board of management is with a company for about five to 10 years. There aren't many activists in the stock for five to 10 years. That's another example of the potential difference in perspective and objective. But again, it should be all about maximizing long-term shareholder value, which is easier said than done, as is often the case in governance in many other parts of life.



How typical is it for today’s directors to meet and engage with institutional investors?



There's a lot of different opinions on this important topic at a high level. The institutional investors should have access to the directors, but at the same time you want a consistent message about your company given to the investors, and management runs the company day-to-day, directors oversee.

Typically, once a year the board leader, be it the non-executive chairman or the lead independent director, meets with the big institutional investors and generally discusses mostly if not entirely, governance issues and the CEO and CFO are the ones responsible for discussing strategy and financial performance. Now, if you're in the midst of a hostile situation or a failed “say on pay” vote, a couple of directors might go and meet with the institutional investors, but never the whole board. That would be potentially a mixed message, and you want to stay away from that. I've found institutional investors to be happy with this approach.



ESG backlash continues to gather pace, fanned by the government and regulators. How hard is it for boards to set a consistent course on the questions of shareholder versus stakeholder value?



It’s really hard because investors have different perspectives. It's really important to listen to all of your shareholders, not just the noisiest ones, and try to reconcile conflicting issues. They own the company of course, but we're also in a political environment where everyone's politics can be threatened on issues like ESG and DEI. Some of the backlash against ESG is overstated and many companies are still very much committed to environmental, social and governance objectives, but may be moving away from the somewhat stigmatized ESG acronym.

[BlackRock CEO] Larry Fink insisted on a new focus on ESG about 18 months ago in a speech at the Aspen Institute. He said he was embarrassed to have been associated with the now weaponized term ESG, and he backed away from it.

Sometimes, the commitment to ESG can expand the pie. One of the people I interviewed for my book was Dan Swift, litigation partner at law firm Cravath, and he gave the example of when Paul O'Neill became CEO of Alcoa. He made safety the number one priority and by doing so, really energized the workforce and set Alcoa on a whole new path.



The pendulum has also been swinging on board diversity. Investors no longer seek quotas or minimum representation. How have decisions around nominations and board composition changed?



Some have cut back on DEI efforts and there's a little bit less focus on it at the board level at some companies, but I do know that many believe that diverse groups make better decisions. Another interesting person I interviewed for my book was Admiral Mike Mullen, head of the U.S. military. He's been on a lot of boards including Sprint and General Motors. I met him on the Wheels Up board and he's a big believer that diverse groups make better decisions. That's a strong statement from a guy who ran the U.S. military.

I think it's a good reminder that we're going to talk less about diverse boards and more about just good directors. I'm always focused on companies where we're talking about DEI on management ranks about two or three levels down. Do we have people of color? Do we have women? Do we have foreign nationals? Because where the rubber really hits the road are the 2,000 hours-a-year workers, the management - not just the directors. We're only there for about 200 hours a year.



The board’s most important role is arguably succession planning. What do the best boards do well in this regard?



Succession planning is a key board responsibility because there's a good argument that the board's most important single responsibility is overseeing the CEO.

It's really important when it comes to succession to start early. Understand what you're looking for and put an effective search process in place with both internal and external candidates. Any good CEO should be grooming a successor, and most CEOs understandably want an internal person to succeed them, but at the end of the day, the board is going to live with a new CEO, not the outgoing CEO. It’s got to be a board decision.


How hard is it to manage the CEO’s feelings around succession planning?



It is really hard. Nobody wants to think that someone is potentially unhappy with them or that somebody's getting older or that their tenure has an endpoint that's not terribly far away.

But most CEOs recognize the importance of grooming a successor. Jim Citrin, a CEO recruiter at Spencer Stuart, told me a really interesting story concerning John Chambers, who ran Cisco where under his leadership, revenues went from about $2 billion to about $50 billion. The board started looking at a replacement and that transition from an iconic CEO went really well. On the day of the announcement of an internal successor, the stock was flat. To have the stock not go down is a real accomplishment. Start early, be thoughtful. Get help, look at internals and externals.



Which board committees are the most challenging and rewarding?



I think it's changed a lot. In many ways, the audit committee is the most demanding, but the other two committees are changing a lot and getting busier. The compensation committee is more a human capital committee in most companies today. It's not just determining compensation for the CEOs and signing off on compensation for the other C-suite executives. It's talking about workforce development, succession, equal pay for equal jobs and DEI. Nominating and governance used to be the easy one, but it's not anymore because in many companies, parts of ESG are now in this committee.

You often see the chairman and head of the nominating and governance committee threatened. If the activist is going after two directors, those are the two seats they often go after at least first.





This interview formed part of a recent webinar hosted by Diligent Market Intelligence. For more, access the replay 

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A June poll of general and corporate counsel finds business risk increasing, with concerns primarily surrounding changing regulations and continued uncertainty.

Deregulation has often been deemed a positive for business, removing barriers to growth and facilitating reporting, but current efforts by the Trump administration to eliminate more regulations than it creates may not be having the desired effect on businesses.

’s Q2 Business Risk Index, finds changes in the regulatory environment the top business risk today, according to the 71 general counsel, corporate secretaries, compliance and legal officers polled.

Two-thirds (65 percent) of those participating in the survey selected “Changes in the regulatory environment” as what they perceive to be a top risk for their company today, putting it well ahead of the second—and most talked about—item on the list: tariffs.

The reason, explained Taras Lytovchenko, the chief legal and compliance officer at Trinetix, is the growing complexity of today’s regulatory landscape, citing “new state consumer-privacy statutes, the development of new data-governance, AI, tax and trade rules” as challenges for business.

Others agreed that the current administration’s “whipsawing policies and enforcement priorities,” as one legal chief put it, are impeding corporate strategies.

In contrast, when we asked board members the same question in our Q2 Director Confidence Index, the response was overwhelmingly focused on tariffs. Changes in the regulatory environment ranked much lower on the list, in fifth place, with fewer than a quarter of directors listing it as a top risk for their company.

Still, like GCs, board members also recognize the heightened risk in the current business environment. On a 1-10 scale where 1 is Negligible and 10 is Significant, directors rated it at 6.8 while GCs gave it a 7.4—up from 6.8 in Q1.

Many say it’s not necessarily the factors listed that represent the biggest risk but rather, the uncertainty behind them. “It's hard with the shifting landscape to know when/where the next directive or action might come from. A safe and steady line of business today might be the focus of a government action tomorrow,” said a chief legal officer participating in the poll.

This uncertainty is causing legal teams to exercise renewed caution when advising the C-Suite. The poll shows they are increasingly attending leadership meetings and having more frequent communication with senior management, including the board, particularly as it relates to the changing regulatory and legal environment—and how those changes will affect their company.

The survey found 41 percent of legal and compliance teams are making better use of AI tools for real-time data and risk analysis, though that use remains in early stages at this time. Most common use cases include contract reviews, research and analysis as well as document drafting.

Haily Kolberg, corporate counsel at A&D Mortgage, says that’s because the technology is still far from delivering on the value promised, mainly due to the risk of errors. “How do you build any trust in AI to be accurate? I don't think it saves time when I need to verify any information it provides since its summaries are not totally accurate or detailed enough to use.”

Michael Rodgers, GC at Redstone Federal Credit Union, agrees there needs to be more evidence of how AI technology can be used in a safe and compliant manner. He calls on peers to “expound on AI use cases” for legal and compliance teams to facilitate adoption.

“Despite the fact that 41% of GCs are recommending making better use of AI tools for risk management and oversight, these findings suggest that they are still just starting to tap into the technology,” says Dottie Schindlinger, Executive Director at the Diligent Institute.“Nearly a third are not using it at all, and most are sticking to basics like contract review and legal research to boost efficiency. They’re not really using it yet to drive big innovation—it’s more about making everyday tasks faster, reflecting both the potential of AI and the careful way legal teams are easing in.”

GC Risk Index: Risk is on the rise

How prepared are today’s boards to navigate a crisis? Diligent Institute and Corporate Board Member recently checked in with U.S. public company directors to see how they were feeling about 

 amid continuing economic uncertainty. The results revealed that directors rate the current risk level businesses face at a 6.8 out of 10 – a clear signal that crisis readiness should be a core governance priority, not a reactionary measure.

Enter the NextGen Board Leaders East Coast Summit, which was recently held at the New York Stock Exchange (NYSE). This program, sponsored by Wilson Sonsini and Meridian Compensation Partners, brings together experts and new public company board members under Chatham House Rule to discuss critical topics in corporate governance, including crisis management in uncertain times. Key insights from this session offer practical strategies for board members to prepare for and respond to various crisis scenarios effectively.

Crisis scenarios are broad – and often simultaneous

Boards should be prepared for a wide range of crisis scenarios, each requiring a tailored approach. These scenarios include significant product failures, unexpected changes in management, scandals or executive misconduct, major litigation, regulatory investigations, cybersecurity incidents, whistleblower complaints, CEO or founder stock pledges and liquidity events, delisting notifications, and acute stock price pressures. Each of these scenarios has unique implications and requires specific strategies.

These events are often interlinked. A visible issue can set off a domino effect – inviting regulatory attention, shaking investor confidence, and prompting customer concerns.

Many of these crisis scenarios are notoriously challenging to handle effectively under pressure. It’s not about predicting every crisis, but about being ready to respond with speed, clarity, and alignment when one arrives.

Crisis response starts with planning, not improvisation

What sets effective boards apart is preparation: whether they’ve built the muscle memory to respond decisively – or are left scrambling under pressure. That’s why it’s crucial for boards and management to prepare in advance, rather than reacting in the moment.

Key components of this preparation include

: Establish both internal and external teams that are ready to act when a crisis strikes. These teams should include legal, audit, PR/IR, and bankers to ensure swift decision-making.

: Develop clear reporting lines and control procedures to ensure that everyone knows their role and responsibilities when the stakes are high.

: Create a detailed crisis response plan or playbook that outlines the steps to be taken in various scenarios. Regularly update and review this plan to keep it relevant.

: Conduct simulations to test the crisis response plan and ensure that all team members are familiar with their roles and the overall process. Identify and address any blind spots.

: Develop a robust communications strategy for media and social channels. Digital platforms can rapidly amplify reputational risks and trigger concerns from regulators, investors, or customers.

Preservation of attorney-client privilege

: Establish clear protocols to preserve attorney-client privilege, such as involving in-house or outside counsel in all sensitive matters and establishing in advance which communications will include legal advice and how it will be documented.

When a crisis is identified, the following steps should be taken:

: Gather all relevant information to understand the scope and impact of the crisis. This involves a thorough and immediate investigation to ensure that the board and management have a clear picture of what is happening.

: Address and halt any illegal or unethical behavior immediately to prevent further damage. This step is crucial to mitigate the crisis and protect the company’s integrity.

: Engage lawyers, auditors, and a public relations or investor relations firm to manage the crisis effectively. These experts can provide the necessary legal, financial, and communication support to navigate the situation.

: Ensure that all communications are credible and balanced, while also recognizing the need for complete information. Consider self-reporting and the timing of disclosures to regulators, especially in light of legal obligations under Regulation FD and Form 8-K. Board members who receive direct inquiries from shareholders, the media, or other third parties should avoid providing substantive responses and instead direct all such communications to the General Counsel to maintain consistency and legal compliance.

Risk management requires more than oversight – it demands foresight

Enterprise Risk Management (ERM) plays a central role in crisis management, helping to identify and mitigate risks across the organization. Management is responsible for embedding ERM in strategy-setting and day-to-day operations, ensuring that risks are proactively identified and addressed. The board’s role is to oversee ERM as part of its fiduciary duties, with specific committees receiving regular updates on risk exposure within their remit.

To effectively manage risks, boards should:

: Receive detailed reports on mission-critical risks to maintain a clear, up-to-date understanding of potential threats.

: Capture key discussions, deliberations, and decisions in board minutes to demonstrate due diligence.

: Probe risk mitigation strategies with detailed, forward-looking questions to test assumptions and ensure thorough preparation.

: Ensure committee charters clearly allocate risk oversight responsibilities – avoiding duplication or gaps across the board.

Crisis management is both a governance test and a leadership moment. Proactive and strategic crisis management is essential – not just for protecting a company’s reputation, but to preserve its long-term stability and value. By preparing in advance, knowing the critical moves when crisis strikes, and embedding ERM into governance practices, board members can navigate challenging situations with confidence, agility, and sound judgment when it matters most.

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