Archive for the ‘Corporate Governance’ Category

NACD Directorship 100: A Call for the Most Influential

April 10th, 2014 | By

Wanted: The names of corporate directors and corporate governance professionals who you believe represent the very best in corporate America. Attributes include experience, integrity, knowledge, and courage. The call for nominations for the 2014 NACD Directorship 100 is now live at www.NACDonline.org/Nominations. It takes only a moment to nominate a colleague or peer. Multiple nominations are encouraged. All NACD members are invited and encouraged to participate in our online poll.

The NACD Directorship 100 is the annual lineup of the most influential people in the boardroom and corporate governance. It is composed of 50 directors and 50 governance entities or professionals. The 2014 list, our eighth, will be published in the November/December issue of NACD Directorship and celebrated during a black-tie gala on December 3 in New York City.

Included in the NACD Directorship 100 is the call for nominations for two very special awards: the 2014 Lifetime Achievement and Public Company Director of the Year awards.

What happens once you make a nomination? Our editorial team goes to work vetting each and every candidate, checking to see that the nominee fits within our guidelines for inclusion. Directors who have already been included in a prior NACD Directorship 100 list are no longer eligible for consideration–a change adopted in 2013 to ensure that a fresh crop of directors is featured each year. The list of nominees is ratified prior to publication by the NACD board.

Questions? Please contact me at jwarner@NACDonline.org.

Small-Cap Boards: Challenges or Opportunities?

March 24th, 2014 | By

As NACD works with corporate directors of public, private, and nonprofit boards to oversee and ensure the long-term sustainability of the enterprise and bolster investor confidence, I am frequently asked: “What companies have the most significant challenges?” While unique challenges certainly exist across boards of all company types, many view the roles of small-cap public company boards to be quite challenging.

These unique challenges span time and effort (workload) requirements, compensation, talent, financing, regulation, risk, strategy, competition, and internal resources, just to name a few. Small-cap directors and governance professionals may identify and prioritize the unique challenges of these companies differently, however, but one thing remains constant and that is that small-cap companies represent the majority of companies listed on U.S. exchanges, and the long-term prosperity of these small-cap companies is essential to a growing, thriving economy.

So where can small-cap company directors turn to reinforce their strategic agility?

First, I suggest all directors read, and share with their director and C-suite colleagues, NACD’s Bridging Effectiveness Gaps: A Candid Look at Board Dynamics and NACD’s C-Suite Expectations white papers. These are both short, quick reads that can help create a constructive framework for meaningful dialogue.

Second, I highly recommend that all directors read NACD’s Board Building white paper, another high-impact, quick read. Most important in this resource is the skill set matrix enclosed in the appendix. Many companies are now using the skill set matrix to both determine and articulate the experiences and talents required for their future strategies.

Lastly, I suggest that current and aspiring small-cap directors attend NACD’s Small-Cap Forum on April 10 in San Antonio or on July 17 in San Francisco. Both sessions will focus on current and emerging issues facing small-cap boards, and these interactive events will include a range of interactive, peer-to-peer networking opportunities for robust dialogue.

Contact me at hstoever@NACDonline.org if you have specific questions or suggestions on how NACD can assist you, your board, and other small-cap directors advance exemplary board leadership.

How Small-Cap Directors Can Surmount Challenges, Capitalize on Opportunities

March 12th, 2014 | By

While legislation—such as the Jumpstart Our Business Startups Act (JOBS Act) and Sarbanes-Oxley (SOX)—has eased some of the burdens small companies face when looking to go public, many of these companies now face the challenge of establishing effective governance structures. Limited resources and smaller staffs can lead to blurred lines between operations and oversight. Additionally, recruiting the right talent can also be difficult since small-cap companies may compete against their larger peers for talent.

Though lesser in market cap, these companies are growing in relative number. Small-cap companies compose nearly 80 percent of U.S.-listed public companies—4 out of 10 companies trade on the NYSE, Nasdaq, or NYSE MKT.

Recognizing that small-cap directors have a need for specific corporate governance resources, the National Association of Corporate Directors (NACD) developed the NACD Small-Cap Forums exclusive for small- and micro-cap company directors. The forums—held on April 10 in San Antonio and on July 17 in San Francisco—feature seasoned directors from small-cap companies and subject-matter experts on financing and capital markets and board building.

The keynote speaker is Adam Epstein, founding principal of Third Creek Advisors,  lead director of OCZ Technology Group Inc., and author of  “The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies.”

Topics to be addressed include strategy and risk, board-shareholder communications, and shareholder activism. To view the full agenda or to register, visit http://bit.ly/1i5NcBu.