The Handbook of Board Governance, 3rd Edition

50A Board’s Responsibility for Enterprise Risk and Cultural Oversight: A Closer Look at Chiberl Health

Sally J. Curley, BA, MBA, IRC CEO, Curley Global IR, LLC (CGIR)

Founder and CEO, Carlow Consulting, LLC, and former Chief External Affairs Officer and Corporate Governance Manager, Ohio Public Employees Retirement System

Carol Nolan Drake, BA, JD

Founder and CEO, Carlow Consulting, LLC, and former Chief External Affairs Officer and Corporate Governance Manager, Ohio Public Employees Retirement System

AUTHORS’ NOTE: Sally J. Curley, IRC, and Carol Nolan Drake, J.D., prepared the following case for the sole purpose of aiding discussion regarding board preparedness and fiduciary duty. This case is not intended to serve as an endorsement, source of primary data, or illustration of effective or ineffective management. Our work is original, not motivated or copied from any protected information, nor written with the intent of naming or harming the reputation of any individual or company. The company name is fictitious, and there is no intention to associate this name with any existing company. Dates and names are also fictitious as well as filings with the SEC.

Setting the Case Study

While chief executive officer (CEO) departures are not a rarity, the announcements of such are typically characterized by a news release replete with well wishes from a chairperson or board director and often include information about the incoming CEO. That is why, by comparison, the April ...