Archive for the ‘Technology’ Category

Inaugural NACD Directorship 2020 Event Convenes 100 Directors in NYC

April 11th, 2013 | By

Without a doubt, directorship has changed. In the last 10 years, the effects of legislation and regulatory activity such as Sarbanes-Oxley and Dodd-Frank have significantly expanded the role of the director. Taking into account the current trends of increased shareholder activism, heightened media scrutiny, emerging technologies, and disruptive innovations, it is expected that this role will continue to morph. As these shifts in the economy increase in amplitude and frequency, it is necessary for those in the boardroom to understand and prepare for the future structure of directorship—today.

With this in mind, NACD has launched NACD Directorship 2020 to help directors define and prepare for the emerging challenges and opportunities expected to impact boardrooms in five to seven years. More than an initiative, NACD Directorship 2020 extends from educational programs and roundtable exchanges to published research. Using topics informed by an advisory council composed of boardroom luminaries, academics, and governance experts, feedback from educational programs will shape ensuing research on leading practices for the future. In the coming months, several symposiums will be held across the nation, and the conversation will be continued at our annual Board Leadership Conference in October.

This week, NACD held the first of such symposiums at the Harvard Club in New York City. More than 100 directors attended the afternoon session to discuss two areas: the future state of the risk agenda, and how to select performance metrics that will engender sustainable organizational profit. The symposium was led by NACD President and CEO Ken Daly; Akamai Technologies Lead Director and Audit Committee Chairman Martin Coyne; and former Bell and Howell CEO, current NACD Director, and Northwestern University Professor Bill White. During the highly interactive sessions, questions were posed to attendees who were then able to discuss and provide thoughts among their peers. Takeaways from the event include:

  • Composition and resourcing is essential to navigating the current and future risks to the boardroom. With the right resources and information and the right people around the table, the boardroom can effectively engage in the critical issues.
  • Inherent in their role as part-time overseers, directors will always run the risk of information asymmetry: management has the full suite of information about the company’s operations that is then selected and parsed out to the board. The challenge for the board is to communicate its expectations on the type and amount of information it needs for effective oversight.
  • It is essential that directors trust, but verify. In the boardroom, the culture should be fostered so the executive staff feels they are able to report on the high-risk items and things that keep them up at night. To verify the information presented, directors should go beyond the C-suite, even outside the company. This can include meeting with the heads of business units, or gleaning outside sources of data.
  • In risk oversight, the board can informally meet with senior management and the internal audit team to develop a list of the top organizational risks. After these risks are identified, the board can have an executive session with an outside expert to gain more knowledge of the areas.
  • Industry experts on the board may not anticipate the disruptive technologies that have the potential to pose either a huge risk or opportunity to the company. While extremely valuable at the table, industry experts may not always be able to see beyond their acumen. Boards can recruit experts from other industries—who bring the perspective and knowledge of different risks and market forces—to serve as directors.
  • Total shareholder return (TSR) and financial and operational metrics reflect hindsight. These data can be bolstered with a healthy balance of “early warning” metrics derived from the company’s strategy, such as customer and employee satisfaction, dollar investment per employee, or retention.
  •  Metrics are the operationalization of strategy. If the strategy’s underlying assumptions are flawed, however, the metrics have less significance. Is the board looking at metrics that question the strategy itself? This could include a measurement of the organization’s adaptability changes in the marketplace.
  • Reputational and stakeholder risk is an area that should receive boardroom attention. Directors should encourage metrics that foster stakeholder engagement as a strategy for risk mitigation.
  • The long-term health of most companies is determined by its success in being innovative. The company should establish early warning metrics that monitor how its innovation systems generate sustainable cash flows.

The next NACD Directorship 2020 events will be held July 16 in Chicago and Sept. 10 in Los Angeles. Between events, NACD’s blog will feature viewpoints and research from our NACD Directorship 2020 partners—Broadridge, KPMG, Marsh & McLennan Companies, and PwC—that will take a deeper look into the emerging issues and trends that will redefine directorship.

Recruiting for the Future

September 27th, 2012 | By

As highlighted in this week’s NACD Directors Daily, boards are responsible for the oversight of an expanding set of risks. This is especially true in the realm of information technology. This week it was reported the Apple board of directors was asked by its shareholders to provide a report specifically on its process for overseeing privacy and data security risks. On the other side of the IT spectrum, the Wall Street Journal recently highlighted the use of social media by those in the senior ranks.

While leadership experience is still the most sought after skill in recruiting new directors, according to data from the upcoming 2012-2013 NACD Public Company Governance Survey, boards are increasingly searching for directors with skill sets beyond “financial expertise.” In recent years, however, boards recruiting new directors have cited a stronger need for risk and technology experience.

Board composition was a key topic of discussion at the recent meeting of NACD’s Nominating/Governance Committee Chair Advisory Council. Last week, Fortune 500 nominating and governance committee chairs met with representatives of key regulators, institutional investors, and proxy advisory firms. At these meetings, co-hosted with executive search firm Heidrick & Struggles and law firm Sidley Austin, committee chairs are able to discuss expectations with these key regulators, as well as share how their boards are handling the current and future boardroom practices. Council delegates spent a substantial portion of the meeting discussing how to design board composition to meet future strategic imperatives, including the increasingly diverse marketplace, and to address cybersecurity and social media risks.

Following an update on regulatory activity and an analysis of the 2012 proxy season, the conversation shifted to the importance of communications between the board and shareholders. In light of rules such as say on pay and the ability for proxy access via shareholder resolutions under Rule 14a-8, it is critical that the board make greater use of public disclosures to communicate the company’s story. If necessary, directors should also consider supplemental disclosures if they feel that additional information needs to be communicated to investors.

NACD will issue a formal summary of the meeting, reviewing the data and insights gleaned from those present.

NACD Featured Conference Session: What Social Media Means to Your Board

August 31st, 2012 | By

In the new era of digital media, just 140 characters on Twitter have the potential to affect a company’s reputation and severely impact its brand. In this communications minefield, it is essential that boards stay up-to-date on their companies’ social media strategies.

While directors should consider the defensive mechanisms in place, social media presents more than threats to cyber security and reputation. Websites such as Twitter, Facebook, and LinkedIn can create new opportunities for brand-building, instantaneous communication, and increased engagement with stakeholders.

A session at the upcoming NACD Board Leadership Conference, “Social Media and Reputational Risk,” will help directors dig in and discuss both the risks and advantages that viral communications present. The panelists include some of today’s top experts in the field:

Richard Levick, Esq., president and CEO of LEVICK

Levick represents countries and companies in the highest-stakes global communications matters—from the Wall Street crisis and the Gulf oil spill to Guantanamo Bay and the Catholic Church. Levick was honored for the past three years on NACD Directorship’s list of the 100 most influential people in the boardroom and corporate governance community and has been named to multiple professional halls of fame for lifetime achievement. LEVICK’s digital team is a communications industry leader, deploying potent social media resources on behalf of clients worldwide.

Allan Grafman, CEO, All Media Ventures; chairman, Majesco Entertainment

Grafman monetizes content and investor capital for owners of intellectual property. As president of All Media Ventures, he advises investors, content owners, and media companies.

Grafman is chairman of Majesco Entertainment, a video game producer and distributor. He also serves on the board of directors at Big Tent (licensing), Pixfusion (technology), and is an operating partner at Mercury Capital Partners. He publishes frequently (Directors and Boards, NACD Directorship, Licensing Book, Inventors Digest) and contributes to MSNBC’s “Your Business.”

All of this experience has uniquely positioned Grafman to provide insight—from within multiple technology industries—into the importance of social media as a key component of any corporate strategy.

Fay Feeney, CEO, Risk for Good

Fay Feeney, a self-described “digital whisperer,” is a trusted advisor to corporate boards and executives on the newest trends in business and social media. Feeney founded Risk for Good to advise board chairs, CEOs, the C-Suite, and the entire boardroom on how they can fast track their learnings in a digital world. In addition, Feeney provides strategic insights on how to connect to real time information, whether it’s found on LinkedIn, Twitter, YouTube, or Google. This is a competency that will strengthen directors’ “duty of care,” while improving their governance of these emerging strategic risks.

Feeney is a regular attendee at governance education events and is an NACD Governance Fellow. Her insights at conferences have always proven fruitful and her participation in this panel is sure to help directors develop their digital skills.

Neil S. Braun, director, IMAX Corp.; dean, Pace University

Braun has done it all: entrepreneur, corporate attorney, and television network president and CEO. He has been managed and mentored by some of the world’s best executives and, in turn, has had the opportunity to manage and mentor other talented people who have gone on to great success. He currently serves as the dean of the Lubin School of Business at Pace University.

Braun began his career in 1977 as a corporate attorney for the law firm Paul, Weiss, Rifkind, Wharton & Garrison and later joined a client of the firm, International Film Investors (an SBIC), where as senior vice president he structured and negotiated financing and distribution for feature films, including Gandhi, The Killing Fields, Hopscotch, Escape from New York, and The Howling. He has also served as president and COO of Imagine Films Entertainment as well as chairman and CEO of Viacom Entertainment. In this capacity, Braun was responsible for the turnaround of the production/distribution division for prime-time network programming. Continuing his career in the media, Braun served as president of the NBC Television Network and a GE corporate officer. Most recently, he has served as president and COO of Vanguard Animation LLC, which he founded with the producer of the Shrek animated feature franchise.

This is a small sampling of the long career that has uniquely suited Braun to comment on the issues challenging companies today, specifically in the realm of social networks.

Please join this distinguished panel at the “Social Media and Reputational Risk” session at the NACD Board Leadership Conference, and learn how to succeed as a director in the age of social media.

The conference will be held Oct. 14-16 at the Gaylord National Resort inNationalHarbor, M.D.—just minutes from downtown D.C.