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The Promise and Risk of Information and Technology at NACD Directorship Forum

May 31st, 2011 | By Guest

Solange Charas is the president of Charas Consulting, Inc. and a senior-level human capital professional with 20-plus years of experience as corporate CHRO and consulting firm practice director. She is currently pursuing her doctor of management at Case Western Reserve. She has served as the chair of the remuneration committee for a NASDAQ-traded company.

One of the benefits of attending NACD events is the opportunity to learn from directors and executives of big-name boards. The NACD Directorship Forum held May 23-24 did not disappoint: sessions on shockproofing the board, learning from the financial crisis and finding the best leadership model for your board and company were led by board members and C-suite leaders from companies including Jet Blue, GM, Ford, AIG and Best Buy.

The session I thought most interesting from both a content and “sociological” perspective concerned the promise and risk of information and technology. I am a “device diva”—a real technology junkie—so the topic was fascinating to me and it seemed to engage the 200 or so directors in the room. The panel represented some of the best thinking in the hi-tech and communications industries, with professionals from Oracle and Levick Strategic Communications sharing interesting technology “tales.”

How familiar are you with the concept of cloud computing?

Panelists discussed cloud technology, alternatives to large-scale capital investments, security, and e-discovery. Then the talk turned to “social media.” Richard Levick asked directors to consider “who are your bloggers, tweeters and Facebook friends” resulting in participants looking at one another with raised eyebrows. Examples of Bank of America’s inadequate response to the threat of negative information disclosed by WikiLeaks and Taco Bell’s deft response to the “where’s the beef” scandal illustrated the power of social media—as opposed to traditional channels—in shaping public opinion.

Leave nothing to chance

The third and perhaps most interesting aspect of this session was the dynamic of the panelists— there was actual dissention! The give-and-take, with each expert expressing his and her own perspective on the topics, resulted in a robust dialogue. Contrasting the other panels where there were polite “I agree with….” and “John makes a good point…” these panelists didn’t mince words and had the courage to express their dissenting opinions.

What a treat for the audience to observe a healthy dynamic where collegiality is NOT confused with congeniality. This rich dialogue offered value to the audience—not only in content, but as a model to directors that healthy dialogue generates better outcomes. As Sydney Finkelstein and Ann C. Mooney (2003) stated in an article published in Academy of Management, the number one goal for directors is to “engage in constructive conflict,”—meaning that directors should express their diverse views. When this happens the exchange of ideas “help the board better understand issues surrounding the decision context and synthesize multiple points of view into a decision that is often superior to any individual perspective.”

This is something for directors to think about, especially those on nominating committees. Diversity isn’t just about skin color, gender or nationality. It is about selecting directors who will promote diverse ideas and have the courage to express those ideas to generate rich and constructive dialogue. When collegiality is confused with congeniality, your board and the quality and effectiveness of the cognitive product of the board is compromised.

Read more blog posts from Solange here

To register for the NACD D100 Forum, November 8-9 at the Waldorf Astoria, NYC click here.

Tags: Bank of America, board diversity, cloud computing cyber security, collegiality vs congeniality, diversity of opinion, IT risk oversight, Levick Communications, NACD Directorship Forum, Oracle, social media, solange charas, Taco Bell, the value of dissent, Wikileaks
Posted in Board Composition, Board Information, Corporate Governance, Director Education, Risk Management, Technology, The Digital Director | 2 Comments »

Learning High above Sea Level: Deer Valley, UT – NACD Director Professionalism®

March 11th, 2011 | By Guest

Fay Feeney is CEO of Risk for Good, an advisory firm providing board chairs and corporate counsel guidance to monitor, govern and leverage the fast-moving landscape of social media, technology and the Internet.

One of my table mates at the NACD Director Professionalism course I recently attended in Deer Valley, UT was Allan C. Golston, president, United States Program of the Bill & Melinda Gates Foundation. It’s amazing who you sit next to at NACD events. Allan swore his learning wasn’t disrupted by my tweeting during class, and shared with me his takeaways from two days with NACD.

“The course was more than ‘rules of the road’; it was also a dialogue around how to think about the fundamentals of being an effective director in the 21st century in a strategic way. Whether it was rethinking what it really means to have an independent mindset, or rethinking what it means to have courage in the boardroom, or rethinking what it means to represent shareholders—I found these types of fundamentals the most useful.”

Allan Golston with Rob Galford, Compensation Chair, Forrester Research and NACD facilitator

I agree. I invested my time and money to have a refresher on fiduciary responsibilities and to pick up some useful tips on how to contribute most effectively in the boardroom and on key committees, but I came away with so much more: insights that have reshaped my thinking about how to lead in governance and examples of great board behaviors that will galvanize my own priorities and performance.

Mike Lorelli, CEO of Water-Jel Technologies, and another high-flying classmate, agreed. “As much learning in two days, as in two years of an MBA program,” he said.

Mike Lorelli at the NACD resource center

The sessions at Director Professionalism are led by active public company directors. I loved hearing Michele Hooper, who sits on the boards of Astra Zeneca, UnitedHealth Group, PPG Industries and Warner Music Group, encourage newbies by saying: “Everyone has a “first” board seat. Today’s most experienced directors had a first board seat.”

She encourages boards to consider qualified candidates without prior director experience, maintaining that, if your board is looking to expand their recruiting to engage more diverse thinking, they will need to refresh their thinking about board composition.

Although the NACD facilitators were great, the really valuable learning often came from other members of the class. “There really weren’t 10 instructors—more like 70 when you count the learning from the 60 peer-level CEO’s and directors,” said Mike Lorelli. Allan Golston agreed.

“The ‘official’ instructors were really strong, but the interplay and dialogue among the group enriched the content and learning well beyond what the official instructors provided.”

Pamela Packard is a private company director who is active in NACD’s New York chapter. She felt that the snowy setting of the Montage Deer Valley Resort provided lots of opportunities for “off the record” candid conversations among directors from diverse backgrounds and experiences. “These discussions complemented the formal sessions.” She also told me “newcomers to corporate governance had the chance to glean the subtleties of different board cultures and communication styles, learning from those of us with more experience.”

Pamela Packard

Pam really valued the plethora of publications and extra learning resources provided by NACD. “Great reference materials for future use!” she said.

Director Professionalism has a comprehensive list of learning objectives but really these were just the starting point for our class. In the fast moving world of governance, it’s not only what you know, but who in your network can help you keep your knowledge current. Thanks for a great class. I’ll keep on learning with NACD and look forward to becoming a 2011 NACD Governance Fellow.

To sign up for Director Professionalism in Houston TX, San Francisco CA, or Palm Beach FL, please click here

Tags: Allan Golston, Bill and Melinda Gates Foundation, boardroom behavior, boardroom courage, compensation chair, Director Prefessionalism, fiduciary responsibilities, Forrester research, independence, Mike Lorelli, NACD, Pamela Packard, Rob Galford, Twitter, value of networking
Posted in Board Information, Corporate Governance, Director Education, Leadership, Technology, The Digital Director | 1 Comment »

Award Season!

February 3rd, 2011 | By Robert Galford

OK, director-colleagues (and those who are similarly aligned), I am sure you are all following the current season of best-film and best-acting nominations and awards with great interest. Or, maybe not. In either case, it’s time to step away, and to take a brief detour from your desktop, or your laptop, or your iPad, or whatever device on which this appears.

We’re going to have our own little group of highly unofficial award nominations. Not “Best Director,” not “Best Committee,” not “Best Board.” Those—or their facsimiles—have already been created. Our job here is to identify the awards that we hope our own boards would win for their own work. And my job is just to start the ball rolling, or rather, to get you thinking.

Here are my categories and a few comments on potential nominees. I hope you’ll read them, and then add to the list. After all, if we’re going to turn this into a three-hour event worthy of a network telecast, we’re going to need awards across a whole barrelful of categories. I’ll start, but then you’ll need to chip in.

Most Over-Worked Topic on Board Blogs: And the nominees are: Social Networking, Social Networking, and Social Networking! Oh, yes—and Social Network—259,000 entries on Google. Current Favorite: Hmm…let’s think.
Topic That Most Boards Aren’t Sure How to Deal With: Nominees: Social Networking, Political Contributions, Number of Women on the Board. Current Favorite: All of the above. One that won’t go away for a while: Number of women on the board. Our colleagues around the world have begun mandating membership ratios.
Least-Favorite Current Topic among Board Members: Nominees: Social Networking, Proxy Access, Say on Pay, CEO Compensation, Director Compensation. Current Favorite: All of the above.
Most Fruitful “New” Board Practice: Nominees: Instituting and participating in a regularly scheduled, board-management offsite on corporate strategy; reallocating more board time to committee meetings, as opposed to full-board sessions; changing the location of meetings from isolated boardrooms or offsite rooms to onsite, “middle-of-the-action” company locations; changing where people sit at meetings; and putting in a speaking-time limitation or edict to reduce the effect of “air-hogs.” Current favorite: Unclear, but we sure know the LEAST favorite. People HATE changing where they sit. Alas.
Wildest Idea to Improve Board-Member Focus: Nominees: Measurably increase mandatory director shareownership and retention requirements; Take the Undercover Boss reality show concept and apply it to directors by making them go “undercover” as employees; Administer a “How Much Do You Know about Your Company?” quiz to members at the board meeting and openly grade it immediately thereafter; Conduct a “Zero-PowerPoint” board meeting; Have board members randomly selected to present on the topic: “What I Learned in the Past Month about Our Company.” Current Favorite: None. In fact, just the mention of any of these could easily induce a lively—if not awkward— conversation about social networking.