Posts Tagged ‘board leadership’

Honest Assessments Can Reveal, Repair Gaps in Engagement

March 28th, 2013 | By

Regardless of company size or the level of experience on the board, an issue frequently encountered is the disconnect between senior management and the board. From the perspective of senior management, directors can become “comfortably numb” and not sufficiently engaged.

This is not to say management does not respect board members’ expertise and knowledge. Instead, the executive team can grow disappointed if the board is not operating at its full potential. After long periods of service with little inspiration and challenge from senior management and/or board leadership, directors can reach a point in which they are not as engaged as a highly challenged new director may be.

These directors need to be encouraged to be an influential voice on the board, using their skills and experiences to pose the necessary questions on issues presented at meetings.

But how? As head of NACD’s Board Advisory Services, I’ve observed that honest and thorough director evaluations can help boards identify, address, and bridge the gaps that may develop in effectiveness and engagement. The full board and senior management should perform an honest self-assessment in order to get critical and actionable feedback on their skills, participation, meeting preparations, and any other relevant areas.

Recently, NACD announced its Directorship 2020 initiative, encouraging directors to identify where their board and company should be positioned in the year 2020. Once this vision is established, the board can identify where skills gaps need to be filled in, or what additional efforts should be undertaken. This is particularly relevant–especially with today’s rapidly changing regulatory and technological environment–as boards must quickly meet new rules and changes. Even the most successful boards today need to ask themselves if they are well positioned on the path to 2020.

To Split or Not to Split?

February 21st, 2013 | By

In the last year alone, JPMorgan Chase has been in the news for the “London Whale” trading losses, executive compensation packages, and simply because of its size. Further adding to the company’s media exposure, this week several institutional investor groups—including the American Federation of State, County and Municipal Employees (AFSCME), the Connecticut Retirement Plans and Trust, Hermes Equity Ownership Services, and several New York City pension funds—announced their support for a proposal requesting that JPMorgan’s board name an independent chair.

This announcement is one of many actions recently undertaken by AFSCME to alter the governance structures of publicly traded companies. Last week, the employee union announced its 2013 shareholder proposals, targeting “too big to fail” financial firms and “imperial CEOs.” AFSCME submitted shareholder proposals at 11 companies, including General Electric, Lazard, Lockheed Martin, and Wal-Mart. This is not the first time JPMorgan Chase has been the subject of a proposal to split leadership roles. Just last year, AFSCME submitted a similar resolution, which fell short with 40 percent support.

Despite its failure to attain majority support at JPMorgan, AFSCME claimed victory in 2012 following Goldman Sachs’ appointment of a lead director—a compromise from the union’s original proposal to name an independent chair. Nevertheless, the charge to separate the chair from CEO positions at large financial institutions is an uphill one. According to data from NACD’s 2012-2013 Public Company Governance Survey, just 38 percent of responding companies combine the chairman and CEO positions. At large and mega financial companies, this percentage jumps to 48 percent.

Board leadership has proven to be a divisive topic in the corporate governance sphere. Many investors and governance experts view the combined CEO/chair leadership position as an inherent conflict of interest, as the board—charged with oversight of the CEO—is chaired by the CEO. Additionally, the role of CEO requires a significant time commitment, compounded by the oversight responsibilities of the chairman.

Not all are convinced, however, that separating the leadership positions is the optimal structure for every board. Other governance experts note that the dual sources of authority created with the independent chair may undermine the CEO’s ability to run the company, or may allow the other directors to overly rely on the work of the non-executive chair.

Interestingly, in an announcement earlier this week, Norges Bank Investment Management—the world’s largest sovereign wealth fund—recognized that governance codes cannot be substituted for judgment. It still advocated, however, for separation of the chairman and CEO roles, despite what it sees as a need for additional study.

Driving Cognitive Diversity in the Boardroom—NACD Helps Senior Military Officers Transition to Boardroom Service

January 30th, 2012 | By

Realizing that many of those who have served in the military have diverse leadership experiences and functional skills, the National Association of Corporate Directors (NACD) has developed a new program to help senior military officers transition to boardroom service. This program will help advance high standards of director professionalism and increase cognitive diversity on corporate boards.

The first-of-its-kind forum—From the Battlefield to the Boardroom—will be held Tuesday, February 28 through Thursday, March 1 in Washington, DC. The agenda, speakers and program details can be viewed at www.NACDonline.org/Military.

In a Reuters story announcing the event, NACD President and CEO Ken Daly remarked that, “Developing an engaged community of men and women who retired from the most senior ranks of the military will raise the standards of directorship, provide diversity candidates for future director positions and provide opportunities for retired military officers currently serving as directors to mentor those with an interest in serving in the boardroom.”

In an environment where corporate boards and their enterprises face intense scrutiny, having qualified, well-prepared directors with diverse backgrounds and skill sets is critical. From the Battlefield to the Boardroom will continue NACD’s mission of preparing directors to professionally oversee the affairs of the corporation and building strong, diverse boards to serve as strategic assets for their enterprises. Since its founding 35 years ago, NACD has been focused on driving director professionalism, and has held several forums aimed at promoting diversity in the boardroom.

During this two-day forum, leading public company directors and corporate governance professionals will discuss boardroom realities with retired military flag and general officers and detail how their service-connected, core skill sets and experiences can be applied in public and private company boardrooms. The forum will also provide sessions on skill and knowledge development to help the participants apply their wisdom within the context of board leadership and corporate governance practices.

Full information, including an up-to-date agenda for the two-day program, is available at http://www.NACDonline.org/Military.