Archive for the ‘Corporate Governance’ Category

Strine Rips Fund Voting, Advocates Tax on Trades

November 3rd, 2015 | By

For the 1,200-plus directors convened at this year’s NACD Global Board Leaders’ Summit, Delaware Supreme Court Chief Justice Leo E. Strine Jr. had words of advice that ranged from improving time management to establishing a Tobin-like tax on financial transactions. The nation’s leading jurist on corporate matters also cautioned against using electronic devices during board meetings for unrelated matters because that information may one day be discoverable in court.

Leo Strine at NACD 2015 GBLS

Interviewed on Tuesday, Sept. 29, by NACD President Peter Gleason, Strine was at his provocative best. The proliferation of technology in the boardroom, Strine observed, may lead to an unintended consequence: the ability to discern just how engaged directors are and by what in board meetings. Strine warned of the possibility, and even the probability, of a shareholder suit that alleges inattention and seeks to support that allegation with a review of the director’s online activity when in board meetings—measuring just how much time was spent looking at material on the board portal versus sending e-mails, text-messaging family or friends, or playing fantasy football.

Boards also need to assess whether they are using their time to best effect. “There are no disciplined studies about how boards should be scheduled and what you do in certain committees,” Strine said. “The pattern is that if something is required legally or by statute, then that tends to get done first. A real challenge is to think like business people about your function as a director and how you use your time, and [recognize] that it reflects the priorities that you (as a board) set.” Strine challenged directors to set “a board budget of hours.”

Strine repeated a suggestion he has made previously that U.S. tax policy be adjusted to include a so-called Robin Hood or Tobin tax. Such a tax is named for the late Nobel Prize-winning Yale economist James Tobin, who in 1973 recommended a levy on short-term currency swaps in order to thwart speculation. A similar tax on stock trades, Strine maintains, would discourage short-term fund-hopping and generate new revenue.

Strine took issue with the voting practices of some large asset managers, noting that the sheer volume of votes created by shareholder proposals and the numbers of companies in each fund make informed voting impossible. Even the most “rational” investors, such as Fidelity Investments and the Vanguard Group, tend to vote their funds in one direction for the sake of expedience, he said. (See related content: Taking the Long View with Bill McNabb.) “It would be good for index funds to have their own voting policies. Why is the index fund voting the same way as the dividend fund?” Strine asked. “Why?”

One of the CEO’s most important jobs is to develop the next generation of leadership, Strine reminded the assembled directors, and boards should have opportunities for regular contact with up-and-comers.

Strine also recommended that boards consider the benefits of adopting a forum-selection bylaw. The inclusion of such a bylaw would allow corporations to determine where court cases are adjudicated when suits cover more than one jurisdiction. The state of Delaware in May enacted an arbitration law that is intended to provide speedier, more cost-effective dispute resolution as long as one of the companies in the dispute is domiciled in Delaware.

For further reading:  NACD Directorship featured an interview with Strine in the May/June issue.

Cyber Experts Offer Six Tips for Director Oversight

October 16th, 2015 | By

“Putting a Boardroom Lens on Cyber,” one of the final panels of the 2015 Global Board Leaders’ Summit, continued themes heard throughout Summit sessions. The panel focused on how to ask management the right questions about the state of their enterprise’s cyber security and how to assess the strength of their preparedness to manage this risk.

Cyber Panel

The panel was packed with leading technology experts: Nicholas M. Donofrio, director of NACD, Advanced Micro Devices, BNY Mellon, Delphi Automotive and Liberty Mutual, and former executive vice president of innovation and technology, IBM; Alfred Grasso, president and CEO, The MITRE Corp.; Christopher Hetner, cybersecurity lead, Technology Controls Program, Office of Compliance Inspections and Examinations, U. S. Securities and Exchange Commission; and Kimberley S. Stevenson, director, Cloudera Inc.,and CIO, Intel Corp. Bill E. McCracken, director of NACD and MDU Resources Group and former CEO of CA Technologies, moderated the discussion.

Below is a summary of the high points from that discussion.

  1. Recognize that cyber criminals are constantly changing methods and targets. When it comes to security breaches, “The bad people are getting better, faster, and you have to assume, therefore, that you have to move quicker,” Donofrio said. For example, cyber criminals increasingly exploit human error by using social engineering—especially with “spear phishing” emails. These emails look like legitimate business from trusted sources, yet contain dangerous malware. One employee opening such an email could compromise an entire network’s security.
  2. Scrutinize whether management really knows where key data assets reside. It’s essential to gain the confidence that management knows the location and how “crown jewel” data assets in often highly distributed IT environments are being protected. Management needs to also demonstrate an understanding of the rationale for access rights of both employees and contractors. The fine print in third-party contracts could jeopardize data security, as cloud storage companies sometimes have “quality control” clauses granting access to your data.
  3. Ensure that general management is held accountable for effective cyber-risk management. Cybersecurity is no longer an IT issue, but a significant business risk as technology is now a critical component of most business processes. As a result, general managers must share formal accountability with IT for the strength of cybersecurity. They must foster a risk-aware culture. If, for instance, the IT department sends dummy malicious emails to test open or click rates in the network, a problem would be detected if the rate goes up. “We track the number of employees who click on malicious emails,” Grasso said. “It’s less than two percent, but if it rises, we’ll move quickly and change our training policies.”
  4. Make sure your leadership is tapping into information-sharing initiatives. Many new initiatives have emerged to increase transparency about cyber-risks, including the sharing of information about specific incidents with law enforcement aimed to better prepare organizations for new threats. From industry-to-industry resources such as the Financial Services Information Sharing and Analysis Center and cross-sector initiatives like New England’s Advanced Cyber Security Center to government-supported groups including the National Cybersecurity Center of Excellence, resources abound and panelists urged full use.
  5. Demand that technology leadership avoid jargon and communicate complex concepts in easy-to-grasp language. “We have our own vocabulary as IT professionals, and we have a hard time translating that into everyday language,” Stevenson said. Technology leadership must be careful to clearly communicate concepts to board members whose first imperative is to understand risks. Technology management should craft language that non-expert directors can readily grasp.
  6. Beware the consequences of your own oversight approach. Directors must carefully craft the questions they ask management when examining cyber risks. Donofrio recommended that board members focus carefully on the questions they ask of the C-suite to avoid sending the wrong message: for example, boards that focus exclusively on the costs associated with cybersecurity could undermine much-needed investments by management in better defenses.We as board members can mess this thing up,” Donofrio said. Continued technological literacy is integral to asking the right questions, understanding experts’ briefings, and appreciating the full impact of cyber-risks across the organization.

Dig deeper into leading practices by reviewing the Director’s Handbook Series on Cyber Risk Oversight and watching the panel’s full discussion.

Servant Leadership: An Interview With Wawa Chair Richard D. Wood Jr.

September 29th, 2015 | By

What happens when a company places service before leadership? Wawa Inc. did just that, and its chain of convenience stores has soared as a result. Jeffrey M. Cunningham, founder of NACD Directorship magazine and professor of leadership and innovation at Arizona State University, spoke with Wawa Chair Richard D. (“Dick”) Wood Jr. on the main stage at NACD’s 2015 Global Board Leaders’ Summit about the inner workings of the regional convenience-store chain that has grown into a $9 billion empire.

Richard Wood from Wawa

Originally an iron foundry established in New Jersey in 1803, the Wawa company has weathered many rounds of disruption to become one of three genuine cult businesses in the country, the other two being In-N-Out Burgers and Chic-fil-A. Wood ascribed his success at the privately-owned company that he has served since 1970 to the concepts of servant leadership and being a steward of investment in advanced technologies and innovations. A member of Wawa’s legal counsel at the beginning of his career, this descendant of the founder now serves as non-executive chair of the company’s nine-person board.

For the first half of the event, Cunningham interviewed Wood about the history of the company and Wood’s commitment to the philosophy of servant leadership. In a business context, this philosophy puts service to every stakeholder before any other facet of the enterprise. Wood takes justifiable pride in Wawa’s commitment to its 26,000 employees, including their ownership in the company. Wawa’s Employee Stock Ownership Program (ESOP) has created such value for employees at every level that the organization last year received 300,000 applications for its available 3,000 open positions. The Wawa model has proven to be profitable not in spite of but because of its commitment to family and service.

Once the conversation opened up to questions from the floor, Wood described some of the business challenges he’s faced over the years and how he has surmounted them. When asked about his reputation as “Chief Paranoia Officer” and how even good CEOs often misread the signs, Wood said, “Every time it comes back to hubris. It always comes back to hubris. CEOs didn’t have enough paranoia.”

Wood’s observations on a form of CEO self-awareness that some dub paranoia was fascinating in relation to the earlier keynote presentation by Kwame Anthony Appiah on honor’s place in business. One way that Wood practices honor in his business is to ensure that Wawa’s six core values—Value People, Delight Customers, Embrace Change, Do the Right Thing, Do Things Right, and Passion for Winning—are so thoroughly woven into the company culture that every employee can recite them; and dozens of times each month, Wawa employees recognize their peers in writing for exemplifying those values day to day. Wood’s leadership of Wawa illustrates the type of professional ethics that Appiah touched on in his keynote speech.

Before closing, Wood addressed Wawa’s next step in its innovation cycle: a move toward diesel fuel. “Two big products are going to disappear,” Wood declared. “One is cigarettes, and the other is gasoline. We’re looking into alternatives to replace a commodity we think will disappear.” To support diesel as the anticipated new market source in fuel, Wawa plans to retrofit its filling stations.

Katie Grills is assistant editor at NACD Directorship magazine.