A soccer manager is often the most public face of the organization. Although not a traditional member of the C-suite, Ferguson’s relevance is illustrated by the announcement of his retirement. Within minutes of the open of trading following the resignation announcement, Manchester United’s stock price fell more than 5 percent. Directors, especially those who serve organizations where non-CEO employees maintain high levels of public visibility or influence, may want to look closely at Ferguson’s retirement as an example of a high-profile succession. While a coach of a sports franchise is a unique case, this succession plan looks to have been a long-term process resulting in unanimous board approval for the retiring manager’s recommended candidate.

The average tenure of a Fortune 500 CEO is 4.6 years[i], while the average tenure of a high-level English soccer manager is only 2.1 seasons. In a profession defined by short termism, Ferguson successfully managed his club for over 26 years, nearly 10 years longer than the next longest serving premier league manager. The Manchester United board allowed Ferguson to take the lead in the search for his own successor, and even allowed him to make the approach to the succession candidate. It is unusual for a board to cede so much control over the succession process. With directors serving for an average of nine years, their experience and longevity are essential to maintaining corporate continuity throughout the succession process. The board’s role in developing potential succession candidates is one aspect of executive talent development being explored by this year’s NACD Blue Ribbon Commission. The October release of the commission’s report will also examine the value of internal development, backed by a number of studies comparing internal and external succession.

The appointment of an outsider to the position of Manchester United manager was expected, but boards may wish to consider the value of recruiting internal candidates for CEO and other senior executive positions. Studies show that internally recruited CEOs deliver greater total financial performance and are more likely to retain the position[ii]. Also, senior executives hired from the outside have higher rates of failure than those internally promoted[iii], and organizations with greater reliance on external hires have twice the turnover as organizations that rely on internal promotions[iv]. While these studies point toward internal succession policies, boards may look outside when searching for fresh perspectives and thinking, or even contemplating a change in strategy. While Manchester United had been the world’s most valuable soccer club for many years, it fell to second in 2013. Could the appointment of an outside manager mean a change in strategy aimed at regaining the club’s title as the most valuable soccer team in the world?

While Manchester United’s transition process may appear successful, the announcement of Sir Alex Ferguson’s successor did not unfold as planned. There was no “the king is dead, long live the king” announcement; Manchester United announced the impending resignation but waited until the next day to name the future manager. In that short span of time, social media threw a snag in the carefully planned announcement. Prior to officially naming Ferguson’s successor, Manchester United mistakenly tweeted a link to its Facebook page that congratulated the new manager, David Moyes, on his appointment; the tweet and Facebook page were withdrawn within one minute. Moyes had been predicted as the successor, so the ill-timed social media announcement did not receive the same level of attention as other high-profile public company social media announcements. These events surrounding the succession announcement underscore risks posed by social media. In this case, it seems that human error, not a technological glitch, was the source of the problem, reinforcing the fact that while directors’ focus on IT risk is important, they can’t neglect old-fashioned human risk.

In a rare overlap of soccer and governance, Manchester United can provide directors with an example of a high-profile non-CEO succession that has received significant attention worldwide.

NACD Directorship 2020: Sustainability, Stakeholders, and Performance Metrics – Capitalism, and the role of the director, is changing–should the focus on “total shareholder return” shift to “total stakeholder return”?

Going Private? – In 2012, just 128 IPOs were made, a decrease from 154 IPOs in 2011. Last May, The Economist observed that this decline was part of a larger trend: the decline in popularity of the public company. Based on NACD surveys, see six key differences in the governance practices of public and private companies.

Discussion Topics for Compensation Committees in 2013 – Although numerous rules mandated by Dodd-Frank affecting the compensation committee have been implemented, directors still brace for those to come. As such, it is expected that compensation committees will maintain their focus on executive compensation in the coming year.

Alphabet Soup: A Director’s Guide to Financial Literacy and the ABCs of Accounting and Auditing – Can you keep track of accounting and auditing (A&A) acronyms? This handy guide provides tips for non-CPAs to achieve A&A literacy.

Investors Recommend Board Oversight of Trading Plans – New oversight responsibilities could be in store for directors. Although 10b5-1 trading plans have existed since 2000, a confluence of events has recently placed these plans in the regulatory spotlight.

But that just accounts for what is on the board’s radar. At the second meeting of NACD’s Advisory Council on Risk Oversight held in collaboration with PwC and Gibson Dunn, the discussion went beyond current and predicted risks to the challenges of disruptive technologies and innovation. Increasingly, the most severe shocks have been largely unpredictable: extreme weather, the confluence of multiple events, or innovation that upturns the industry. As one delegate observed: “We haven’t spent much time on the [risk of] ‘I will eat your lunch with a completely different approach.’ Companies don’t sit down and think about who is going to attack from a completely different angle.”

In their oversight capacity, directors cannot constantly monitor the more detailed aspects of the business. Nor can “you anticipate what you don’t know.” Nevertheless, several delegates suggested that the appropriate risk oversight processes in place, coupled with a resilient culture that efficiently reports risks up to the board, can support directors in mitigating known and unknown risks. The meeting, captured in the 2013 Advisory Council on Risk Oversight Summary of Proceedings, focused on areas critical to effective risk oversight processes. These include:

• Board processes and people. It is critical that the board not only has the right talent, but engages it fully. Directors should have a “real and thorough” understanding of the business to be able to effectively discuss both strategy and risk with management.
• Recognizing asymmetric information risk. While the board has to be comfortable with the reality of information asymmetry, directors should establish tolerance levels for the level of asymmetric risk they are willing to bear, and look for signs of when this risk has become too high.
• Engaging with management involved in risk reporting. For companies with a chief risk officer (CRO), that person can keep an “inventory” of risks throughout the organization. Additionally, directors can ask internal audit to identify what it believes will be “hot-button” risk areas.
• Linking strategy to risk. The board’s oversight of risk should begin with an assessment of the company’s strategy and its inherent risks, which necessitates understanding and agreeing on the risk appetite, or the amount of risk the company is willing to accept.
• Allocating the work of risk oversight. The significant increase in risks facing the board necessitates defining who will act as an “air traffic controller”—allocating risk oversight responsibilities.

Leading practices for risk oversight—including allocation of work and the development of a risk strategy document—will continue to be the focus points not only for this advisory council but also NACD’s Directorship 2020 initiative. To download the full summary of proceedings, click here.

Here are the 10 reasons I shared with our NACD chapter leaders at a recent meeting in St. Louis, Missouri:

1. Save $500 when registering by April 30. The NACD Board Leadership Conference is historically sold out, and this three-day conference represents the most important knowledge exchange for the world’s leading directors, C-suite executives, and governance experts.
2. For directors by directors. Learn from leading boardroom practitioners, those who have endured many hard lessons you may not want to encounter yourself! Hear firsthand from Laban Jackson, audit committee chair of JPMorgan Chase, about the London Whale controversy and his perspective on the board’s role in risk oversight. Learn more about the shifting landscape of social media from Clara Shih, Starbucks director and CEO of Hearsay. Get the latest on how big data is impacting business with Rich Relevance CEO David Sellinger.
3. Get more actionable takeaways than from any other conference. Address persistent challenges and gain “next practices” from your peers on the timeliest and most critical boardroom issues, including human capital management, emerging technology, compensation, and global markets.
4. Make your voice heard. Take part in shaping thought leadership and talk to influential legislators, regulators, and stakeholders.
5. Sharpen your committee skills. Attend a Sunday Board Committee Forum, including dedicated sessions on audit, compensation, nominating/governance, and risk. Network with peers during breaks following big-name keynote speakers, and share your opinion with peer-led panels and committee chairs who really understand your challenges.
6. Get hands-on with social media. Visit our first ever social media learning lab, staffed by experts in the latest social media trends, who can show you the ropes and help you understand how social medial is affecting your business.
7. Spark innovative thinking. Participate in active dialogues around Directorship 2020^™—NACD’s new initiative—to explore how and why the boardroom will change over the next several years and what you as a director need to know to keep pace. Gain exclusive insights gleaned from thought leaders and directors around the country in a report from our Directorship 2020 regional events.
8. Build your network. Exchange ideas with nearly 800 directors from around the world, including those from Akamai Technologies, Ford, JetBlue, JPMorgan Chase, and Union Pacific, to name a few.
9. Strengthen your reputation. The most sought-after directors are well informed and well connected. Your participation at this event will earn you recognition for your commitment to continuous learning. For those who have completed the Master Class, this conference confers all the elective requirements you need to become an NACD Board Leadership Fellow.
10. Tailor your experience. There’s something for everyone. Join special breakouts for general counsels, private company directors, small-cap directors, and nonprofits organizations. With nearly 50 sessions, choose from unmatched session selection to meet your own boardroom needs and interests.

In my opinion, NACD’s Board Leadership Conference is not only a great value, but an experience every corporate director should take part in.

I look forward to seeing you this October in Washington, D.C. Register here.

How management provides information to the board makes or breaks directors’ oversight role. Providing directors with the information they need to execute their duties is essential to fostering an environment where directors can succeed and be of most value to the company.

Through all my years of serving as general counsel, I have never received formal training on what directors require for their oversight role. Some questions that may arise are: What are their expectations for management? What perspectives do they bring to the table? What keeps them up at night? How much information is enough?

To help executive teams answer these questions, NACD recently introduced  Executive Professionalism: Understanding Board Expectations, an innovative program that allows the executive team to step into the boardroom in order better understand the fiduciary and strategic responsibilities that influence the questions directors ask. Led by seasoned directors, this in-boardroom program is specifically designed to help the senior management team better understand the role of the board, deliver the information directors need, and understand how to best engage with their board to meet and exceed expectations on both sides of the table.

In addition to my team’s direct experience with our clients, the issue of gaps in expectations between the board and management is raised by NACD’s members much more frequently. NACD has developed two tools to help companies address this gap:

• Bridging Effectiveness Gaps: A Candid Look at Board Practices addresses the gaps in information flow between management and the board.
• C-Suite Expectations: Understanding C-Suite Roles Beyond the Core offers guidance for interacting with non-traditional members of the C-suite such as the chief risk officer and the chief corporate responsibility officer.

This primary question is the philosophical starting point for a unique new publication, Director Decision Making: A Sensible Approach. Authors Chuck Re Corr and Clark Abrahams, both experienced directors, approach decision making in two parts: (1) defining the decision, and (2) making the decision.

The first part, Defining the Decision, may sound academic or theoretical, however, it’s as real as can be. This means asking the reason for the decision, looking at the problem that is prompting the decision, assessing the importance of the decision/problem, and asking when the decision must be made and by whom (some decisions must be made by the board; others can/should be delegated).

The second part, Making the Decision, covers remaining checkpoints: information for the decision, formality of the decision (e.g., when/how to take minutes), range of possible solutions to the decision, desired outcome, and monitoring after the fact.

The 26-page highly practical guide includes commentary on intuitive vs. deliberative decisions, and on probabilities, as well as a 2-page worksheet with 20 simple questions every board can (and in most cases should) ask before making any decision.

Will your board be asking them when it makes its next decision? That is the question.

I hope the answer is yes.

Director Decision Making: A Sensible Approach is available at the NACD Bookstore complimentary for members, $15 for non-members. 

From one perspective, this improved confidence from both directors and executives may represent that business leaders have grown accustomed to the certainty of uncertainty. Despite insecurity caused by regulatory and geopolitical activity, the markets have shown slow but steady growth, which directors and executives seem more willing to bet on.

Looking at historical trends in director confidence, however, this first quarter jolt might not be much more than a blip. Consistently, the BCI score is most optimistic in the first quarter of the year. Throughout the rest of the year though, that optimism tends to dwindle and typically fails to reach that initial level. In 2011, Q1’s score of 64.9 lost more than one-quarter of its original value by Q3. In 2012, a similar trend occurred: the Q1 score of 60.6 dropped significantly, and each remaining quarter failed to regain such a level of confidence. In fact, in both 2011 and 2012 first quarter confidence was at least five points higher than the ensuing year’s average.

Interestingly, boardroom uncertainty may have manifested in a different metric—confidence in one’s own industry relative to the general economy. The first quarter of 2013 marks the first time that NACD’s BCI measure for overall board confidence in the market was substantially higher than the score for directors’ industries: 61 vs. 58, respectively. Since 2011, directors have scored their industry an average of 5.75 points higher than the overall index.

Although one could predict that this year will follow the observed trend of first quarter confidence dwindling through the rest of the year, several metrics show that boards may buck this trend. Setting it apart from prior first quarters, in Q1 2013, 36 percent more directors indicated their companies expected to expand their workforces in the next quarter. In comparison, those projecting to hire in Q1 2012 and Q1 2011 represented 14 percent and 16 percent declines from the previous quarters, respectively. Additionally, when asked about economic conditions in one year, directors responded with a relatively confident score of 65. The second quarter of 2013 will confirm whether this optimism is short or long term.

Since their formation, the ultimate goal of corporations has been to generate profit, and therefore shareholder return. As such, total shareholder return has served as a universal metric for investors when analyzing a company’s performance. Recently, several companies have been profiled for their use of “capitalism with conscience.” Panera Bread, for example, has established a number of locations which allow the customer to “pay what you can”; Intel not only links compensation to sustainability but ties employee bonuses to environmental metrics; and Office Depot announced this week the second round of its national “Green Business Challenge”— a public-private partnership launched in 2010 with ICLEI USA. These companies represent just a fraction of those embracing this “softer” side of capitalism. The list of companies upping the ante with respect to sustainability efforts is rapidly growing to include General Electric, Nordstrom, Microsoft, Starbucks, and more.

Observing this trend, Northwestern University Professor and former CEO and Chair of Bell & Howell Bill White posed this question at the recent NACD Directorship 2020 symposium in New York City: should we rename “total shareholder return” to “total stakeholder return”? Although attendees did not commit to a change in nomenclature, they generally agreed that stakeholder return was a necessary consideration in the boardroom. In fact, a key takeaway from the event was a recommendation that the board encourage metrics that foster stakeholder engagement as a strategy for risk mitigation.

Establishing a metric tied to sustainability is not entirely new. In 2010, NACD’s Blue Ribbon Commission on Performance Metrics recommended boards consider non-financial metrics in addition to the more traditional financial metrics, including categories such as community engagement, environment, health and safety, and corporate social responsibility. Additionally, earlier this year NACD Directorship magazine featured a comprehensive primer to sustainability in the boardroom.

Yet many still view sustainability and shareholder return as an “either/or” situation: attention to the former detracts from the latter. At the Bricks and Sticks Sustainability Symposium—an event produced by the U.S. Chamber of Commerce’s Business Civic Leadership Center—panelists representing the various stakeholders involved in public-private partnerships observed that today it is instead a “both/and” scenario. Sustainable long-term economic growth is dependent upon continuing environmental and stakeholder health, and vice versa. Directors play a critical role, according to Yalmaz Siddiqui, senior director of environmental strategy for Office Depot. The organization’s successful Green Business Challenge was in part driven by a strong message from the boardroom encouraging increased focus on sustainability.

Innovative and sustainable solutions for economic growth often require far-reaching and long-term thinking, which can pose a challenge for boards hindered by a more immediate, short-term focus on the bottom line. At upcoming symposiums in Chicago and Los Angeles, NACD Directorship 2020 will continue to explore how—and with which metrics—the board can oversee this changing facet of capitalism.

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.

This move comes following scrutiny surrounding a tweet from Netflix CEO Reed Hastings in November 2012, which announced that subscribers had passed the achievement of one billion hours viewed. The SEC issued Netflix a Wells Notice, announcing the investigation of Hasting’s potential violation of Regulation FD, which requires companies to disseminate information in a way that does not favor one investor group over another.

After the investigation began more CEOs found themselves in hot water over social media postings. In January, Zipcar was forced to make a last minute filing to the SEC following CEO Scott Griffith’s tweet about Avis acquiring his company. Elon Musk, chief executive of Tesla Motors, also made headlines for his tweet about an upcoming announcement from the company.

The SEC’s decision to allow corporate use of social media to disseminate information is not completely unexpected. Since 2008, the agency has permitted the use of corporate home pages to disclose sensitive information—the subject of its release, “Guidance on the Use of Company Websites for Disclosure Purposes.” In fact, SEC representatives have encouraged delegates to NACD’s advisory councils to use corporate websites when providing additional details that go beyond what is required by public filings.

For directors, a group notoriously slow to adopt social media, the SEC’s decision could mark a significant shift in how companies disclose sensitive information, and investor relations generally. Starting with the 2009’s Proxy Disclosure Enhancements and reinforced by Dodd-Frank, the length of corporate filings has increased with the number of required disclosures. As a result, directors have been recommended to “tell their story,” going past boilerplate language to explain the rationale and strategy behind decisions.

First and foremost, it is critical that directors understand their company’s consumer and investor base. If these groups are active on Facebook and Twitter, the SEC’s decision to conditionally permit these as communication channels could provide a new method of engaging increasingly active stakeholder groups.