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Recapping Master Class: The Intersection of Strategy and Innovation

March 7th, 2013 | By Kate Iannelli

One theme resounded in each session at NACD’s Master Class held in Scottsdale, Ariz., last week: the nature of directorship is in flux. In the 1990s, boards were subject to considerably fewer regulatory requirements. Sarbanes-Oxley created the “gatekeeper” of compliance, as observed by NACD President and CEO Ken Daly. Fundamentally, if boards fail to meet compliance requirements, little else will work.

But “you can’t comply your way to success,” according to opening speaker Bill Reichert. Today, long-term value creation necessitates innovative and inventive strategic planning—from management and the boardroom. As such, leading directors are shifting their focus not away from, but through, compliance efforts to the “next level.”

This concept of the “next level” was consistently brought up during discussions across the board. In some sessions, this meant critically assessing the skills and actions necessary to make the board a strategic asset to the company. In other sessions, “next level” addressed the information flow between the management and the board: how to fortify directors with the necessary knowledge to enable them to ask the “second layer” of questions that delve deeper into the data presented by management.

Innovation, however, brings risk—a concept Master Class attendees understood all too well. As noted in the 2009 NACD Blue Ribbon Commission Report on Risk Governance, “without risk there is no reward.” Risk is no longer limited to financial statements, though. The list of areas that pose potential threats to the organization has expanded over the last several years to include fields such as cybersecurity, emerging technologies such as e-commerce, and social media. Throughout the event’s sessions attendees discussed various methods that boards can use to assess and oversee these risks without becoming mired in granularity.

NACD’s Master Class in Scottsdale convened panelists with considerable experience in innovation, strategy, and risk oversight to lead attendees in discussions on how to effectively and intelligently ensure their company is ready to meet the challenges posed by the new economic climate. These panels were punctuated with multiple “deep dive” sessions in which participants could focus on specific topics of interest with experts and peers.

The next Master Class will be held in Boston, Mass., June 13-14.

Tags: Bill Reichert, Blue Ribbon Commission on Risk Governance, compliance, cybersecurity, information flow, innovation, Ken Daly, long-term value creation, NACD Master Class, Sarbanes-Oxley, social media, strategy
Posted in Board Composition, Board Evaluations, Corporate Governance, Inside NACD, Risk Management | No Comments »

Unique Dynamics, Common Issues

February 19th, 2013 | By Steven R. Walker

As NACD general counsel and head of Board Advisory Services (BAS), I’ve gained tremendous insight interacting with all types of boards from startups to the top of the Fortune 500. Each board comes with its own unique dynamics, incorporating differing personalities, skill sets, advantages, and obstacles. But despite these differences—and regardless of the size and sophistication of the board—there are several common issues with which most boards are grappling.

While I’ve seen just about every scenario one could imagine, BAS is typically engaged for the following reasons:

The company has reached a turning point in its strategy, which has created tension and a need for alignment with the board and management.
The board is struggling with directors’ extended tenure on the board, which has created a stale environment and an obstacle to fresh thinking.
Often related to the second point, the board is wrestling with the thorny issue of succession planning and how to deal with underperforming directors.
The board is composed of strong, experienced directors, but management does not feel they are as engaged as they could be and are not bringing all their skills to the table.

In each situation I’ve found that our clients, despite facing significant pressure points, all have the desire to improve. Even the most sophisticated boards are willing to admit they don’t have all the answers. As such, they bring NACD—as an objective third party—into their boardroom to assist in identifying steps for improvement.

In my next posts, I will drill down further into these common issues. How are companies dealing with underperforming directors? What new succession planning techniques are working? Does extended tenure affect director independence, engagement levels, and the creation of fresh ideas? How can the board and management team be more effectively aligned?

Tags: board advisory services, board c-suite relations, Board evaluations, director independence, engagement, innovation, skill sets, succession planning, underperforming directors
Posted in Board Composition, Board Evaluations | No Comments »

What a Difference Three Years Makes

February 14th, 2013 | By Kate Iannelli

The state of the economy was remarkably different the last time NACD issued a governance survey dedicated to nonprofit organizations. In 2009, companies were just starting to stage a recovery from the financial crisis, and action plans were in the formative stages. At that point, survey respondents indicated the areas of most critical importance to their board were “board leadership,” “ethics and social responsibility,” and “board effectiveness.”

Fast forward three years to the 2012–2013 NACD Nonprofit Governance Survey, which shows that nonprofit boards have altered structures to meet the economic climate. Across the board, nonprofits have shifted focus to areas directly related to performance and strategy. Today, survey respondents indicate the priority governance issues are those that drive results: “strategic planning and oversight,” “fundraising,” and “financial oversight/internal controls.”

In addition to a more performance-driven outlook, nonprofit organizations have also increased the number of diverse directors present in the boardroom. According to NACD’s 2012 Blue Ribbon Commission on the Diverse Board, this development is a logical step, as boardroom diversity is a business issue: a means to competitiveness. Nonprofits are therefore more than competitive—female representation is ubiquitous with 97.7 percent of respondents reporting at least one female director on their board. The percentage of boards with at least one minority director has increased nearly 20 percent since 2009 to 76.4 percent.

Nonprofit organizations are ahead of their public and private company peers with respect to boardroom diversity. For public companies, diversity is a focus of pension funds and other institutions, as noted in last week’s NACD Directors Daily. Groups such as the Thirty Percent Coalition are urging Russell 1000 companies to increase gender equality on boards specifically—setting a goal that 30 percent of board seats are held by women by 2015. To meet this, U.S. public companies would need to work fast—current reports estimate that just 12 to 16 percent of board seats are currently held by women. Furthermore, according to NACD’s 2012–2013 Public Company Governance Survey, 27.4 percent of boards have zero female directors.

For more information about the 2012–2013 NACD Nonprofit Governance Survey, visit NACD’s bookstore.

Tags: benchmarking, Board Composition, board diversity, corporate performance, diverse directors, evaluation, NACD annual governance survey, Nonprofit, strategy, Thirty Percent Coalition
Posted in Board Composition, Corporate Governance | No Comments »