Author Archive

Voluntary Public-Private Partnership on Cyber-Risk Oversight

July 30th, 2014 | By

On Tuesday, the U.S. Department of Homeland Security selected and posted the NACD Director’s Handbook on Cyber-Risk Oversight on the Critical Infrastructure Cyber Community (C3) Voluntary Program website. At a press conference yesterday, four panelists, Ken Daly, president and CEO, NACD; Mark Camillo, head of cyber products for the Americas Region, AIG; Larry Clinton, president and CEO, ISA; and Dr. Andy Ozment, Assistant Secretary for Cybersecurity and Communications, DHS, spoke generally about cybersecurity as an issue for directors, and specifically about the contents of the handbook, created by NACD in association with AIG and ISA, which focuses on cybersecurity oversight at the board level.

Larry Clinton observed that the first of two goals for combatting cyber risks at board level is to raise awareness of cybersecurity as a risk directors must oversee. NACD has been actively engaged in educating the board member community on cyber issues for some time. In summer 2013, The Art of Cyber War graced the cover of NACD Directorship, followed by coverage in subsequent issues; NACD has held multiple roundtables and events focused on cybersecurity issues, including a day-long cyber-risk summit in Chicago, and has built the topic into the flagship Master Class program. In addition to the director’s handbook, other recent NACD thought leadership includes the white paper Cybersecurity: Boardroom Implications and a video series focused on technology and cybersecurity.

On Tuesday, Dr. Ozment emphasized the fact that cyber risks affect organizations of all sizes, sectors, and industries, stating that a director who doesn’t know about cyber incidents falls into one of two categories: either “your CEO doesn’t think you care about cyber incidents,” or “your CIO doesn’t know about the cyber incidents.” He followed with, “unfortunately the bad guys are doing more for cybersecurity awareness than any one of us can do.” Clinton’s first goal, realizing the “why” of cyber-risk oversight at board level, has been scarred into directors’ understanding.

Clinton’s second goal is simple but even more challenging: we have to work together to “solve it.” According to the forthcoming 2014-2015 NACD Public Company Governance Survey, 90 percent of directors believe their boards’ understanding of cyber risk needs improvement. Though directors get the “why,” they need guidance on the “how,” advice practical to boards’ oversight of cyber risk.

The NACD Director’s Handbook on Cyber-Risk Oversight provides insight into the “how.” Daly stated that cyber “is simply another risk [that] fits within the enterprise risk management system.” Camillo indicated that the handbook’s five principles “can be used immediately” and applied to an organization’s existing ERM program:

  • Principle 1: Directors need to understand and approach cybersecurity as an enterprise-wide risk management issue, not just an IT issue.
  • Principle 2: Directors should understand the legal implications of cyber risks as they relate to their company’s specific circumstances.
  • Principle 3: Boards should have adequate access to cybersecurity expertise, and discussions about cyber-risk management should be given regular and adequate time on the board meeting agenda.
  • Principle 4: Directors should set an expectation that management establish an enterprise-wide cyber-risk management framework with adequate staffing and budget.
  • Principle 5: Board-management discussions about cyber risk should include identification of which risks to avoid, accept, mitigate, or transfer through insurance, as well as specific plans associated with each approach.

Daly further emphasized the “voluntary public-private partnership” between NACD, ISA, AIG, and DHS reflected in the fact that the handbook is the first, and currently only, private-sector document featured on the DHS C3 Voluntary Program website. The concept of cross-sector partnership to combat cyber risks is a centerpiece of the president’s 2013 executive order, Improving Critical Infrastructure Cybersecurity. The handbook’s release signifies that the partnership-based approach is bearing fruit and the private sector is taking responsibility for cyber risk. Dr. Ozment agreed, stating that “managing cybersecurity is a shared responsibility,” and this handbook demonstrates widespread acceptance of the NIST cybersecurity framework. The handbook’s creators’ combined cyber, risk, and governance expertise to provide recommendations, broadly applicable to directors of all economic sectors, for combatting a national and international problem.

Cybersecurity – Improvements Needed in the Boardroom

January 30th, 2014 | By

Cybersecurity is undoubtedly a critical aspect of board oversight, but an overwhelming majority of directors rate their and their board’s knowledge of IT risk as “in need of improvement.” More than three quarters of directors believe their personal IT knowledge could use a boost and nearly 90 percent believe the same of their board’s IT knowledge. A lack of cyber knowledge at the board level can lead to overreliance on C-suite experts and difficulty by directors in judging an appropriate level of involvement.

Recognizing the disconnect between the need for effective cybersecurity oversight and the boardroom’s lack of IT acumen, NACD, supported by Protiviti and Dentons, convened three roundtable discussions, bringing together directors, executives, and experts in the field of cybersecurity. These meetings provided insight into the numerous and significant risks presented by cybersecurity, while experts pinpointed deficiencies in board responses to threats and possible solutions. Key statements from participants prompted NACD, Protiviti, and Dentons to address issues demanding director attention and action:

  • Boardroom cyber literacy: “Cyber literacy can be considered similar to financial literacy. Not everyone on the board is an auditor, but everyone should be able to read a financial statement and understand the financial language of business.”
  • Identifying high-value information targets: “Do not just harden the perimeter, because hackers will get in. Accept that they can get in, and then design the strategy with the assumption they are already ‘inside.’”
  • Formulating detection and response plans: “When your company is hacked, do not start spending money like a drunken sailor.”
  • The human factor: “People are the constant weakness. Cybersecurity is a human issue. Often the biggest problems are caused by an inadvertent actor.”

Cybersecurity: Boardroom Implications contains information on these issues and more, including questions directors can ask when planning for a breach and when a breach is discovered. Click here for your complimentary copy of the report.

Succession and Sport

May 16th, 2013 | By

As reported in Directors Daily last week, Sir Alex Ferguson, manager of publicly traded Manchester United, announced his retirement. While the retirement of a sports figure, especially an English football (soccer) manager, would not normally provide fodder for an NACD blog post, Ferguson’s resignation underlies the need for succession planning and talent development, and serves as yet another warning about the risks of social media.

A soccer manager is often the most public face of the organization. Although not a traditional member of the C-suite, Ferguson’s relevance is illustrated by the announcement of his retirement. Within minutes of the open of trading following the resignation announcement, Manchester United’s stock price fell more than 5 percent. Directors, especially those who serve organizations where non-CEO employees maintain high levels of public visibility or influence, may want to look closely at Ferguson’s retirement as an example of a high-profile succession. While a coach of a sports franchise is a unique case, this succession plan looks to have been a long-term process resulting in unanimous board approval for the retiring manager’s recommended candidate.

The average tenure of a Fortune 500 CEO is 4.6 years[i], while the average tenure of a high-level English soccer manager is only 2.1 seasons. In a profession defined by short termism, Ferguson successfully managed his club for over 26 years, nearly 10 years longer than the next longest serving premier league manager. The Manchester United board allowed Ferguson to take the lead in the search for his own successor, and even allowed him to make the approach to the succession candidate. It is unusual for a board to cede so much control over the succession process. With directors serving for an average of nine years, their experience and longevity are essential to maintaining corporate continuity throughout the succession process. The board’s role in developing potential succession candidates is one aspect of executive talent development being explored by this year’s NACD Blue Ribbon Commission. The October release of the commission’s report will also examine the value of internal development, backed by a number of studies comparing internal and external succession.

The appointment of an outsider to the position of Manchester United manager was expected, but boards may wish to consider the value of recruiting internal candidates for CEO and other senior executive positions. Studies show that internally recruited CEOs deliver greater total financial performance and are more likely to retain the position[ii]. Also, senior executives hired from the outside have higher rates of failure than those internally promoted[iii], and organizations with greater reliance on external hires have twice the turnover as organizations that rely on internal promotions[iv]. While these studies point toward internal succession policies, boards may look outside when searching for fresh perspectives and thinking, or even contemplating a change in strategy. While Manchester United had been the world’s most valuable soccer club for many years, it fell to second in 2013. Could the appointment of an outside manager mean a change in strategy aimed at regaining the club’s title as the most valuable soccer team in the world?

While Manchester United’s transition process may appear successful, the announcement of Sir Alex Ferguson’s successor did not unfold as planned. There was no “the king is dead, long live the king” announcement; Manchester United announced the impending resignation but waited until the next day to name the future manager. In that short span of time, social media threw a snag in the carefully planned announcement. Prior to officially naming Ferguson’s successor, Manchester United mistakenly tweeted a link to its Facebook page that congratulated the new manager, David Moyes, on his appointment; the tweet and Facebook page were withdrawn within one minute. Moyes had been predicted as the successor, so the ill-timed social media announcement did not receive the same level of attention as other high-profile public company social media announcements. These events surrounding the succession announcement underscore risks posed by social media. In this case, it seems that human error, not a technological glitch, was the source of the problem, reinforcing the fact that while directors’ focus on IT risk is important, they can’t neglect old-fashioned human risk.

In a rare overlap of soccer and governance, Manchester United can provide directors with an example of a high-profile non-CEO succession that has received significant attention worldwide.