Insights From Wikimedia Foundation Advisor Sue Gardner

October 14th, 2014 | By

Few companies have disrupted so-called business-as-usual as much as the Wikimedia Foundation. The nonprofit foundation is behind the website Wikipedia, an online, crowd-sourced encyclopedia that has become the fifth most visited website in the world.

At the 2014 NACD Board Leadership Conference, Sue Gardner, the former executive director and current special advisor for Wikimedia, shared her insights on the open nature of Wikipedia and the risks involved in that business model. Her thoughts resonate not only for the technology or publishing companies, but also for corporate boardrooms across a variety of other sectors.

Wikimedia aims to encourage the growth, development, and distribution of free educational content available in multiple languages.

Nobody, however, oversees the contributors.

“I will never read all the articles on Wikipedia, right? Unlike most organizations, there’s no central point of control. It’s very much about trusting the process.”

“For the most part, Wikipedia works great,” Gardner said. The articles contributed to the website are generally cited and thoroughly researched. Contributors to the site actually are very knowledgeable about intellectual property law and copyright law, Gardner said.

“We aspire to contain the sum total of human knowledge.” “But,” Gardner said, “the Achilles’ heel of Wikipedia is that the number of people contributing to the site is small and limited in its diversity.”

“It’s a systemic bias,” she said. “In order to edit Wikipedia, you tend to be living in a wealthy country with a good Internet connection. You have to have the leisure time to edit Wikipedia. What that adds up to is that the typical content contributor is a 25-year-old male grad student in Germany. People from poor parts of the world and women are underrepresented.”

Gardner said she believes that the contributions of women are missing. Several different studies conducted by researchers have found that somewhere between 12 percent and 15 percent of content contributors are women, she said. This dynamic might be a result of what can be a process that is not very collaborative, but more of a rough, confrontational back-and-forth between content generators.

Gardner also discussed the lack of diversity among the technology industry, specifically in Silicon Valley. When she moved to the San Francisco Bay area, she began a three-month tour to seek funding for Wikimedia. In that period, the only women she met were those who held positions such as administrative assistants. None were company leaders or business investors.

I think the lack of gender equality of the Silicon Valley area is a symptom of an immature industry,” Gardner said.

In addition to a lack of diversity, Gardner said she has another concern: data privacy. While many people are concerned about government surveillance, she is weary of vast amounts of data being collected by for-profit companies.

“I worry not just about what the advertisers know and how the information is traded, I also worry increasingly about companies that are going to be bought and sold for parts,” Gardner said. “The whole game in Silicon Valley is that a lot of companies are just going to go under. What is going to happen to the information that they have? I don’t think we’re worried enough about that.”

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Generational Dynamics in the Boardroom

October 13th, 2014 | By

During today’s keynote address at the 2014 NACD Board Leadership Conference, Chuck Underwood—founder and principal of The Generational Imperative, a consulting firm that provides training and research on generational demographics to businesses and governmental officials—shared some key takeaways on how generational demographics affect corporate governance. He began by sharing three key points about generational dynamics.

  1. “Between birth and the late teens or early 20s, individuals form core values molded by teachings and personal experiences, and those core values are by and large kept for life. People who are approximately the same age group and who have been shaped by similar teachings and experiences are considered to be a generation.
  1. American life in the last 100 years has changed frequently and sharply, and life expectancy has increased because of advances in medicine and improved overall wellness. Individuals now live an average of 30 years longer in 2014 than in 1914. The increased life expectancy, coupled with frequent cultural changes, means there are now five living generations in the United States.
  1. The core values held by each generation exert powerful influence over that generation’s core choices, career decisions, lifestyle preferences, and behaviors—including leadership behavior in companies and in the boardroom,” said Underwood, who hosts the PBS national television series “America’s Generations With Chuck Underwood.”

Boards and company management can benefit from learning the core values of the five living American generations and by understanding how to relate to each generation in the marketplace and in the boardroom. The five generations are:

  1. The G.I. Generation, born from 1901 to 1926, is shaped by the experiences of economic prosperity during the roaring 1920s followed by the setbacks of the Great Depression;
  2. The Silent Generation, born from 1927 to 1945, is more financially secure than any other generation that has reached their age;
  3. Baby Boomers, born from 1946 to 1964, currently account for 25 percent of the U.S. population and 50 percent of its wealth;
  4. Generation X, born from 1965 to 1981, is shaped by a materially comfortable childhood that was also emotionally difficult because of divorced and career-driven parents; and
  5. Millennials, born from 1982 to 1996—possibly longer, depending on whether individuals born after 1996 hold to the same core values of Millennials—and living an extended adolescence while also wanting to change the world for the better.

Underwood said that each generation has its own leadership style that is shaped by its unique experiences. He has found there are four general points about generational leadership:

  1. Each generation leads for about two decades.
  2. Each generation’s unique core values determine America’s direction.
  3. Some generations deliver good leadership, some deliver bad.
  4. A generation’s leadership era begins when the oldest are about 65 years old.

The United States is currently undergoing a transition, Underwood said, from one leadership era–that of the Silent Generation—to another: the Baby Boomers.

“Silent Generation white males (minorities and women were allowed the same opportunities) came into an environment in which the corporation was the highest priority, rather than employees. Team players were valued more highly than mavericks,” Underwood said. The value of conformity was stressed to this generation.

They enjoyed lifestyles their G.I. Generation parents never were able to receive because of the Great Depression, and they measured their value based on their material wealth.

The Silent Generation had the expectation that if they conformed and put the company’s needs above their own personal needs, they would be rewarded. Their strong desire for reward, however, led in some cases to corporate corruption.

“This,” Underwood said, “is why eyes are focused on the incoming generation of corporate directors and managers—Baby Boomers, who in their youth helped bring social change through the civil rights’ and women’s rights movements, for example—to help set corporate America back on a solid track.”

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Rethinking IR: Investor Insights

October 13th, 2014 | By

Shareholder activism is on the rise. Between January 2010 and September 2013, shareholder actions carried out all over the world surged by 88 percent. Going back to the past 10 years, the number of shareholders with specific activist strategies has doubled. These statistics drive home the need for boards to have healthy investor dialogues year-round—not just when in the throes of proxy season. Looking ahead to 2015, a slate of top influencers in the investor community offered their insights on what the top priorities for boards are going to be. Panelists included: Donna F. Anderson, vice president and corporate governance specialist, T. Rowe Price; Glenn Booraem, principal fund controller, Vanguard; and Stu Dalheim, vice president, shareholder advocacy, Calvert. Peter Gleason, director, Nura Health and managing director and CFO, NACD, moderated the panel.

Using NACD’s Investor Perspectives: Critical Issues Board Focus in 2014 as a framework, Gleason noted that first and foremost: “It’s important for the board to know their investors. It’s too easy to lump them all together—but each investor has their own objectives. Engagement strategies are similarly different from one institution to the next. For example, Dalheim explained that at Calvert, their approach is always to engage with constructive outcomes in mind. Furthermore, there are three principles that guide their approach:

  1. Long-term value creation.
  2. Accountability, where management is accountable to the board and the board is accountable to shareholders.
  3. Sustainability, where companies that are sustainable from a financial, environmental, and societal perspectives will be more successful.

In addition, Dalheim explained that the approach to engagement strategy varies depending on the industry. Calvert has analysts that focus on specific sectors and know the governance practices in each sector. In that review process, they see which companies have room to improve. Furthermore, Calvert makes a point of fostering and developing relationships with portfolio companies over time, ensuring that there are open lines of communication. These open lines of communication are fortified by disclosures, which are critical to investor relations.

Anderson emphasized the responsibility of the shareholder on their side of the relationship. From her perspective, shareholders should respond to engagement requests in well-prepared ways, with the proper resources and with a team that is committed to creating a productive engagement experience. On the other side of the table, directors should engage if there has been a request to do so, or that there is a need for those exchanges to take place. With that in mind, she said that there are three key questions an institutional investor should ask before engaging with directors:

  1. Do we have standing to talk to these directors?
  2. Do we have something constructive to offer?
  3. Will this be constructive? And by extension, does the institutional investor think that the board will constructively work with them?

The panel closed by looking ahead at the pressing issues that will present themselves in the coming year. Anderson singled out the issue of bylaws: principles that institutional investors generally believe they can count on, but may not actually be in place for whatever reason. (For example, a company may have revoked its bylaws.) Boards may avoid putting certain bylaws into effect out of fear of activism; however, there needs to be a dialogue about what bylaws boards can change unilaterally.

Booream said that engagement is likely to be triggered by observable components that cause a board to be an outlier—for example, boards whose directors have above-average tenure or boards that lack minority directors. On this score he advised directors to observe the ways in which their boards are outliers, and either own it and explain why their governance practices are in shareholders’ best interests or fix the problems. Shifts in boardroom mindsets will not happen overnight, so it’s important to initiate those conversations as soon as possible.

Dalheim pointed to the issue of director qualifications. He said that boards should have a list of areas of expertise that are needed to effectively oversee the company and then explain how the current board slate illustrates those attributes. In his opinion, this list helps boards identify what’s needed to create growth. Nevertheless, there is currently little disclosure with regard to board evaluations, in terms of either the process or the outcomes. Some companies have an annual statement about board performance–and resulting action steps–which may be a pay that draws increased scrutiny in the coming year.

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