Author Archive

Spotlight: NACD Board Leadership Fellow Jeannine Strandjord

October 21st, 2015 | By

NACD FellowshipMeet Jeannine Strandjord, a seasoned public company director whose board experience has spanned information technology to retail, and whose executive résumé includes the role of chief integration officer at Sprint, where she oversaw the transformation of the telecom giant during a period of radical change. She recently spoke with NACD Directorship magazine about her path from being a first-time director to becoming a boardroom leader and shared her best advice for new or aspiring directors.

Just what should newly minted or aspiring directors keep top-of-mind? “First of all, learn what you have to offer to that board,” Strandjord said. “Be sure that it’s something that adds value—not just that you’d like to be on a board. Second, if you really want to serve on a board, you better learn how to network. Meet as many other people as you can and find a great mentor who could be helpful in finding the right board for you. A wonderful mentor provided much of the reading material and later helped recruit me to his board, and I’ve acquired other mentors along the way through networking.”

Strandjord currently raises the bar for boardroom excellence at Euronet Worldwide, MGP Ingredients, American Century Mutual Funds, J.E. Dunn Construction, and the Ewing Marion Kaufmann Foundation. To advance her boardroom education and enhance her director skills, she decided to pursue the NACD Board Leadership Fellowship. “I believe I owe it to my boards to continue my education,” she said. “Continuing education is extremely important for all board members. You can’t be as effective in any endeavor unless you keep up your skill sets, because things are changing too quickly.”

NACD Fellowship, the gold standard for director credentials, is a comprehensive program of study developed to educate directors about perennial and emerging boardroom issues and best practices. Completion of this rigorous program demonstrates a director’s serious commitment to exemplary board leadership. “NACD brings the most value in terms of the education that they provide—and I’ve been to programs at the New York Stock Exchange and the Investment Council Institute,” Strandjord said. “NACD’s program is terrific, and I really believe in it.”

Read the full interview with Jeannine Strandjord in the September/October 2015 issue of NACD Directorship magazine, where she also talks about the biggest disruptors she faced at Sprint, her experience as the first and only woman on a board, and how the decision to pursue NACD Fellowship has shaped her board service.

Future issues of NACD Directorship will introduce you to other outstanding NACD Board Leadership Fellows. To learn more about the program and how you can attain the NACD Fellowship credential, click here.

Dawn Mahler and Jesse Rhodes contributed to this piece.

Global Cyber Summit Sends Message to Boardrooms

April 28th, 2015 | By

Corporate directors’ mindsets regarding cybersecurity fundamentally need to change. As one participant at April’s inaugural Global Cyber Summit hosted by the Global Network of Director Institutes (GNDI) noted, “We have to go from ‘is it possible we’ll be attacked?’ to ‘it’s probable;’ from ‘how much does it cost?’ to ‘how much should we invest?’; and from ‘can we control cyber threats?’ to ‘how can we keep pace?’”

In the words of another participant, “Yesterday’s approach to cyber at many companies was compliance. Today, the approach is risk management, and the imperative for the future is resiliency.” With the passage of last week’s Protecting Cyber Networks Act and National Cybersecurity Protection Advancement Act, the nation moved one step closer to greater resiliency. Both bills made clear lawmakers’ expectation that companies should share information regarding cyber breaches not just with the government, but also with each other. By sharing information about cyber hacks with peers—via information sharing and analysis centers (ISACs) or information sharing and analysis organizations (ISAOs)—and the Department of Homeland Security, companies may be able to improve their cyber defense. Experts at the summit discussed information sharing in light of the massive threat cyber-breaches pose. While information sharing is important to an effective cyber defense, corporate directors should not view it as a panacea. Instead, “it is another tool in the company’s toolbox.”

At April’s summit, the GNDI, the National Association of Corporate Directors (NACD), and the Washington Board of Trade convened more than 200 directors and cyber experts from around the world for a three-day conference to explore the board’s role in effectively overseeing their companies’ cyber defenses. Supported by AIG, the Center for Audit Quality (CAQ), and KPMG, the event provided directors the opportunity to gain insight from experts including Shawn A. Bray, director of INTERPOL Washington; Larry Clinton, president and CEO of the Internet Security Alliance; Richard Knowlton, director of the Internet Security Alliance for Europe and group corporate security director at Vodafone; Jan Hamby, rear admiral, U.S. Navy (Ret.) and chancellor of the National Defense University; Tim McKnight, chief information security officer of General Electric; and Arne Shönbohm, president of the Cyber-Security Council Germany.

Five boardroom imperatives emerged from the event:

  1. View cybersecurity as an enterprise-wide risk issue. Without a doubt, cyber-risk poses a significant threat to companies of all shapes and sizes. From the boardroom perspective, however, it should be viewed not as a technological issue, but as an enterprise risk that is addressed like all other risks disclosed in the MD&A. “Security—not merely cybersecurity—is the key.” Directors should ensure that the company is properly structured to respond to an attack and has plans for both breach prevention and cyberattack response. And don’t be complacent. As one participant at the cyber summit advised, “If you ask management how we’re doing on cyber-risk management and they say, ‘great,’ don’t accept that as an answer.”
  2. Identify your critical assets. Throughout the summit, speakers noted the interdependent nature of cyberattacks. No company is an island, so achieving a perimeter-defense strategy that attempts to protect the entire enterprise is virtually impossible. Instead, management must identify what assets, if breached, would bring the company down: the “crown jewels.” Directors should ensure that defense efforts identify and prioritize them. As part of this identification process, the company also can assess its most vulnerable points, making sure to account for third-party contractors’ potential weaknesses. If a vendor in your supply chain is hacked, are your assets still protected?
  3. Ensure adequate resources for your information technology (IT) teams. Cybersecurity should be viewed as an investment in the company’s future, not as a cost center. Panelists noted a growth in the use of a chief information security officer (CISO), separate from a chief information officer (CIO). Regardless of the leadership structure employed, however, directors must remember that cybersecurity is largely a human issue. Does the c-suite have the staff and training needed to effectively defend the company against hacks? If the company is not going to develop an internal security defense program, how will it acquire one from outside? Is the IT team staffed with both technology professionals and security experts? Broadly, the company should run ongoing employee cybersecurity education programs throughout the enterprise.
  4. De-jargon the board dialogue. The technical nature of cybersecurity can create a formidable barrier to effective board oversight. While it is critical for the board to receive reports on the company’s cyber efforts on a continuous basis, CIOs, chief technology officers (CTOs), or CISOs may deliver the reports in jargon. Panelists noted that the solution, however, is not necessarily to invite a cyber expert to sit on the board. Instead, the entire board should comprise directors who are equipped to ask the probing questions necessary for effective oversight. The board can invite experts to speak to the board on cyber issues and ask management to provide “de-jargoned” reports in clear, actionable terms.
  5. Incorporate cyber into your strategy and every business decision. Panelists stressed the need for directors to address cyber issues proactively—starting with prevention—rather than waiting to respond to a breach. To do so, cyber should be an aspect of the front-end of business decisions: strategy, legal, and financial. Does the CIO (or CISO, CTO) play a role in strategy and tactical decisions? Does the CIO have a working relationship with the IT teams at third-party vendors? In an M&A scenario, do you assess the cyber vulnerabilities of the target company? These questions can help bring cyber-consciousness to board decisions.

For more on guidance on the board’s role in cyber-risk oversight, download the NACD Cyber-Risk Oversight Handbook here. Kate Iannelli, Alexandra Lajoux, and Ashley M. Marchand contributed to this report.

Proxy Season Toolkit

January 14th, 2015 | By

NACD Proxy Season Toolkit

As the 2015 proxy season gets underway, are you looking for the latest information on the priorities of major institutional investors? Are you interested in benchmarking your board’s approaches to proxy statement disclosures and other critical shareholder communications?

To help you prepare, we’ve bundled five of our most recent and most relevant publications into the NACD Proxy Season Toolkit, a one-stop shop for public company boards.

  1. Investor Perspectives: Critical Issues for Board Focus in 2015
  2. Sample Board Expertise Matrix
  3. Preparing the CD&A: Priority Considerations for Boards
  4. Pay for Performance and Supplemental Pay Definitions 
  5. Enhancing the Audit Committee Report: A Call to Action 

For more insights on the issues currently facing public company boards and key committees, visit NACD’s Board Leaders’ Briefing Center. And be on the lookout for our exclusive proxy season preview, written by ISS’ Patrick McGurn, in the next issue of NACD Directorship magazine.