Posts Tagged ‘Director Professionalism’

It’s the “Dumb Questions” That Can Save The Company

May 9th, 2011 | By

 

Karen Kane provides CEOs and boards with strategic counsel in developing effective shareholder engagement programs, board agendas, board assessments and more effective board meetings. A former board secretary and former highest-ranking woman of the Federal Reserve Bank of Chicago, she attended NACD’s Director Professionalism course in Houston, TX, in early May.

It’s the Dumb Questions That Can Save the Company

Wayne Shaw encourages directors to ask “dumb questions” when it comes to reviewing the financials of any company. The Helmut Sohmen Distinguished Professor of Corporate Governance at Southern Methodist University notes that it is sometimes the question that wasn’t asked that gives directors insight into assessing the integrity of the firm’s financials. His presentation was part of NACD’s Director Professionalism® course in Houston, May 4-6.

Rather than getting caught up in the minutia, directors should ask management, “Are we on track to meet our financial goals and if not, what is the company doing about it?” He encourages directors to ask the CFO if the CFO is comfortable with the financial demands of the CEO, and to ask, “Is there pressure to make the numbers?”

Directors should ask internal auditors if they have any concerns with accounting or reporting issues. In following up with the external auditors, directors should ask how the company differs from others in the industry? What weaknesses did they find? How aggressive is the company’s accounting policies relative to the competition? And, is management responsive to the issues they raise?

Shaw cited chapter and verse of well known companies whose directors didn’t ask the basic questions. Asking some obvious questions would have saved millions of dollars of shareholders’ investments and sometimes the company itself.

See dates and locations for upcoming Director Professionalism courses.

Call for Nominations

March 23rd, 2011 | By

NACD has opened nominations for Director of the Year and the B. Kenneth West Lifetime Achievement Award. These two honors recognize outstanding corporate directors who have made a meaningful impact in the boardroom.

An exemplary director acts with integrity and courage in complex, often risky situations. Honored directors have demonstrated dedication to the improvement of corporate governance practices, and have cultivated a reputation as a leader among peers in the business community. By recognizing those directors who are dedicated to the success of the companies, boards, and shareholders they serve, NACD hopes to raise the bar for all directors.

Nominees are evaluated on four key attributes based on the principles of director professionalism:  integrity, mature confidence, informed judgment and high performance standards. Winners have demonstrated these principles in a variety of ways, including:

  • Showing the highest personal and professional ethical standards;
  • Valuing board and team performance over individual performance;
  • Acting in ways that have guided their company in maintaining consistent long-term profitability,
  • Improving shareholder returns, and/or dealing effectively with a crisis or other major change;
  • And fostering an environment of constant improvement of strategic goals, performance and innovation.

In 2010, the following directors were honored:

Curtis J. Crawford, PhD, director of ON Semiconductor, E.I. duPont de Nemours, and ITT Corporation received the B. Kenneth West Lifetime Achievement Award.

Public Company Director of the Year was awarded to Richard Keyser, director of Zebra Technologies and Principal Financial Group, chairman emeritus of W.W. Grainger.

Nonprofit Director of the Year was awarded to Josh Bekenstein, managing director Bain Capital, co-chair of New Profit, director of Dana Farber Cancer Institute, City Year, Horizons for Homeless Children and New Leaders for New Schools.

From L to R: Ken Daly, Mary Pat McCarthy, Richard Keyser, Curtis J. Crawford, Josh Bekenstein, Barbara Hackman Franklin

To learn more about nomination criteria or to nominate a director, visit www.NACDonline.org/DOY or email D100@NACDonline.org. Nominees will be accepted from NACD constituents—including previous award recipients, NACD chapter leaders, advisors and members. Winners will be publicly recognized at the NACD Directorship100 Forum Awards Gala on November 8, 2011 at the Waldorf Astoria Hotel in New York City. The deadline for nominations is May 31.

Chief Engagement Officer and the Engagement Oversight Committee

March 7th, 2011 | By

Don't forget to sparkle

 A recent blog by British twitter maven Lucy Marcus got me thinking about where new thinking and fresh strategy comes from. Lucy rightly points out that new beginnings take time and that, in this cost-conscious era, there is a risk that no company has the patience to sew seeds and give them time to grow. We’ll call this impatience, and certainly it is a failing that often besets the super-bright who are restless company executives, and their peripatetic counterparts who become board members.

There are other stumbling blocks in the way of innovation too, and chief amongst them is information overload. At NACD’s recent Investor Insights Roundtable , Denny Beresford revealed that he had seen proxy statements that were longer than the 10-K. Anne Sheehan, director of corporate governance for CalSTRs, concurred. “Don’t send me the charter; I can read that for myself,” she pleaded, making a request for only critical information, presented in a concise and accessible form.  As all of us know, too much information can be as bad as too little. Swamp your readers and they’ll find it all too easy to miss your point.

But there is one shortfall that always stands in the way of progress for fresh thinking, and that is lack of imagination. Too few C-suites, committees and other information providers really think about the message they wish to convey, and ways to engage the audience they seek. The best teachers understand that without engagement, there is no education. Information is passed and knowledge is gained through story-telling, entertaining experiences that stick in the mind, and the thoughtful paring down of data and equally thoughtful pumping up of passion, color and context. These are skills and approaches that have value in every area of life, business and governance. They should not be confined to the classroom.

 At NACD’s Director Professionalism® course in Deer Valley, UT last week,

Deer Valley, UT

 our engagement quotient was high: Richard Levick discussed crisis planning at the board level, using the miserable face of an oil-soaked shag and the equally miserable face of former BP CEO Tony Hayward to make his key points; Rob Galford, compensation chair at Forrester Research, used his physical presence and party tricks (“point your finger in the air. Now, on the count of three, point it at the spokesperson in your group”) to drive home some interesting thoughts on performance metrics; and Charles Elson, a director on the board of HealthSouth corporation, used catch phrases (“Don’t be sleazy; Don’t be sloppy”) to help more than 60 directors grasp the essence of the Duty of Loyalty and the Duty of Care.

All of this leads me to an interesting opportunity for washed-up television producers such as myself: We should position ourselves as Chief Engagement Officers for corporations prone to boring their boards to death. We could be creative conduits, taking the dry, dense and dusty and turning it into presentations worthy of prime-time. Similarly, all boards should look for comedians down on their luck, children’s book illustrators with a gift for detail that captivates, and song and dance acts capable of rhyming “audit” with either “plaudit” or “sod it.” Once identified, this rag-tag group should form an Engagement Oversight Committee with advisory status to the board. This EOC would work alongside the GC and reshape anything terminally turgid into a director’s delight. It would solve an unemployment problem in the entertainment sector, and would greatly enhance not only board meetings, but also board, company and stock performance. It might also offer an interesting second career opportunity for burned out teachers…

 If you sleep at night surrounded by spreadsheets and with PowerPoint as your pillow, urge your company to consider this engagement initiative, and soon you’ll look forward to board meetings: We put the “Glee” in governance.

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