Category: Board Composition

Inclusion Could Be Uber Directors’ Key to Cultural Change

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Probably the last thing Uber needs right now is to have anyone recount their recent setbacks, but the company’s quick, Icarus-like fall from grace tells us much about how technology companies going through hyper-growth can go wrong. By 2016, the ride-sharing firm was a segment leader, present in 570 cities worldwide and with 12,000 employees. Yet just since the beginning of the year, Uber’s company culture, marked by “sharp elbows,” has rapidly become a liability.

Betsy Atkins

The key is to preserve the great parts of the culture that drove Uber’s market leadership, including the company’s relentless focus on results, and now augment the culture for a larger scale. Specifically, it would be wise to add an appropriate level of processes and gender rebalance to the company’s board.

For Uber, the hits have just kept coming. First there was the video of CEO and founder Travis Kalanick chewing out one of the company’s own drivers. This was followed by lawsuits and first-person stories alleging a toxic company culture of sexual harassment. For good measure, long-time board member David Bonderman resigned after allegedly making sexist remarks at a meeting to unveil plans for reforming Uber’s sexist culture. Then, Kalanick resigned, Uber investor Benchmark Capital is suing him and the company, and Uber agreed to audits for the next 20 years by the Federal Trade Commission (FTC). The FTC’s actions demonstrate the level of long-term damage cultural problems can inflict.

Now that Uber has selected Dara Khosrowshahi to lead the company, and is likely to become a publicly-traded company in the year and a half to three years, the board has even greater impetus to change the direction of the company’s culture.

As a woman who’s served on many major tech company boards, much of this sounds like old news. Women in technology industries still push against a silicon ceiling when it comes to career advancement and cultural issues. Research from the Society of Women Engineers found that 20 percent of today’s engineering school graduates are women, yet just 11 percent continue working in the field. Women in information technology leadership roles (such as chief information officers or technology vice presidents) are just nine percent of the total, according to a survey from Harvey Nash and KPMG.

The numbers are also bleak in other Silicon Valley boardrooms. Among the Valley’s 150 largest tech firms, only 15 percent of board members are women (versus 21 percent in the S&P 500). A Korn Ferry study of the top 100 U.S. tech firms saw just three with women as CEO/chair, and five with a woman as the board’s lead director.

Changing any corporate culture is a challenge, but I’ve found bringing diversity to the tech industry is even trickier. Fast-growth “unicorn” companies can quickly outgrow their founding, venture-based startup corporate governance, and find themselves facing Uber-like crises with too few seasoned, level-headed business people in the boardroom. Yet in my own experience, I’ve seen technology companies nurture diverse, inclusive cultures, starting with a few one-on-one approaches from the boardroom.

Build internal career networks. At Volvo Car AB, where I serve on the board, we’ve launched a regular program where I have the opportunity to meet with senior and mid-level women executives on personal career development. We work with these executives to build on their strengths, clarify their career aspirations, and offer advice on advancement. This is a new program, but it is already proving a success in energizing and motivating the paths of these current and future female leaders.

Make mentoring personal. On the board of Schneider Electric, I make it a point to directly mentor a number of women on the company’s senior executive team. Women in management find it tremendously helpful to have someone in the boardroom take a personal interest in their career strategy and development. At Uber, new board member Ariana Huffington will be in an ideal position to put her mentoring and career savvy to work in helping rising women execs rebuild the company. The key is a regular ongoing program of mentoring and support.

Go beyond mentoring. The tech industry, in particular has too few role models for rising female talents. The mentoring aid above is helpful, but why not go one step better?  Companies can ask their male and female executives and board members to either mentor or sponsor promising female executives. There is a big difference between mentoring which is periodic advising and coaching and sponsoring where you take ownership for introducing and more actively helping sponsor an individual for their next step up in their career. Women who are already senior managers or board members can kick mentoring up a notch by sponsoring high-potential women. Take personal ownership of career coaching for the top talent in your organization. Give them advice, introduce them to the people they need to sharpen their skills, and introduce their names at strategic moments.

Recognize the women making a difference. When I served as chair of the board’s compensation committee at tech firm Polycom, we were active in the annual recognition event for sales staff. I noted that women were leaders in sales, making up less than 10 percent of the sales force, but were 34 percent of our “President’s Circle” top sales performers. Making an added effort to celebrate and promote this talent is crucial in sending the message that sales is not just a “guy thing” in the company.

The news emerging from Uber can serve as a spark for making the support and advancement of women in your company a boardroom mission. The talents of these women are a strategic asset to companies, and there is a growing body of research proving that firms who nurture and empower their gender diversity gain in revenues and adaptability. In any company, balance sheet results are always found downstream from company culture. When it comes to reshaping that culture to be welcoming to women, the boardroom is the ideal place to start.

 

Betsy S. Atkins is a three-time CEO, serial entrepreneur, and founder of Baja Ventures. She has co-founded technology, CPG, and energy companies, and currently is director of Cognizant Technology Solutions Corp., HD Supply Holdings, Schneider Electric SE, SL Green Realty Corp., and Volvo AB. A version of this article appeared in June on TechCrunch’s Crunch Network.

Tools & Insights for Effective Board and Director Evaluations

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The practice of conducting full-board, committee, and/or individual-director evaluations has largely become commonplace. Ninety percent of respondents to the 2016─2017 NACD Public Company Governance Survey: Aggregate Results say their companies conduct full-board evaluations. Approximately 78 percent of respondents facilitate committee evaluations, and 41 percent conduct individual director evaluations, the survey finds.

The New York Stock Exchange since 2003 has required listed companies to disclose how their boards address evaluations. Although Nasdaq-listed companies have no such requirements, many conduct these assessments to enhance governance standards. NACD has long been an advocate for routine board, committee, and individual-director evaluations as part of a larger strategy of continuous improvement.

In keeping with these listing requirements and recommendations from our research, NACD recently created the Resource Center on Board Evaluations. Resource centers are repositories for NACD content, services, and events related to top-of-mind issues for directors. In these resource centers, individuals can find practical guidance, tools, and analyses on subjects varying from board diversity to cyber-risk oversight. Below we have highlighted a sample of helpful materials from our new board-evaluations resource center.

Thought Leadership & Research

The Report of the NACD Blue Ribbon Commission on Board Evaluation: Improving Director Effectiveness explores how boards and directors can use self- and peer-assessments to enhance board performance and director effectiveness. The report emphasizes that, while there is no one-size-fits-all approach to board evaluations, a commitment to ongoing assessments is indispensable when it comes to enhancing  corporate governance practices and performance.

Expert Commentary

The NACD Directorship magazine article “The Argument for Yearly Board Evaluations” by Salvatore Melilli, national audit industry leader for private markets at KPMG, examines the importance of assessments specifically for private company boards. Less than half (48%) of respondents to the 2016─2017 NACD Private Company Governance Survey say their boards conduct full-board evaluations.  Melilli’s article highlights several reasons why evaluations are critical to improving oversight evaluations. They can help vet company and board culture, identify gaps in talent or skillsets, and streamline processes for the board to engage in difficult conversations with the executive team.

Boardroom Tools & Templates

This resource center’s boardroom tools and templates are segmented by evaluation type—full-board, committee, and individual-director levels. The tools offer questions and considerations that help boards and directors ask questions that can drive healthy conversations about strengths and areas of improvement.

Videos & Webinars

An NACD video series featured in the resource center focuses on the role board evaluations play in improving governance practices. One video in the series, called “Why Confidentiality is Key,” focuses on the benefits of confidentiality in the evaluation process. Another video, “Transform Insight into Action,” discusses the value of creating tailored educational or development programs based on insights that emerge from evaluations.

If you would like help finding resources on a specific subject matter, please let us know. We welcome the opportunity to engage with directors on pressing needs and concerns.

Explore NACD’s One-Stop Shop for the Nominating and Governance Committee

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NACD takes pride in being not only the voice of the director but also a center of knowledge on governance-related topics. Our research team generates thought leadership, issue analysis, and practical guidance in various formats throughout the year—and you may find out about these new resources through e-mail, here on the blog, or by visiting our home page.

Visit the NACD Nominating and Governance Committee Resource Center.

If you’re looking for detailed support on a particular governance topic, our collection of Resource Centers should do the trick.

What’s a Resource Center? Resource Centers are online portals curating our most relevant and recent content about major board responsibilities, emerging issues, and core governance requirements. The resource centers also highlight advisory services, upcoming events, and replays of recent webinars. 

Resource Centers are the best way to explore the depth and breadth of NACD’s offerings on a particular topic. If we don’t have a resource center now for a particular topic, one is likely in the works.

Our department recently released the Nominating and Governance Committee Resource Center to present our most relevant content on the topic. We aim to help directors solve for hot-button issues like shareholder pressure to diversify the board and C-Suite, and support perennial activities such as strengthening the relationships between independent and inside directors. Complementing our own thought leadership, we recently partnered with Egon Zehnder to bring our readers even more insights about the role and responsibilities of the Nominating and Governance Committee.

Below we have highlighted a sample of helpful materials from this Resource Center, by section.

Thought Leadership & Research

Report of the NACD Blue Ribbon Commission Report on Building the Strategic-Asset Board (member exclusive); Executive Summary (open to all) – Scrutiny from investors and other stakeholders has never been greater. This report lays out a roadmap that directors of any organization can use to develop a continuous-improvement plan to attune their skill sets and processes to current and future needs.

Expert Commentary

Egon Zehnder’s Board Effectiveness Reviews (open to all) – The oversight responsibilities of the board have taken on a new level of complexity. Disruptive business models can come from any direction, and the types of risks the board must monitor have multiplied. Board evaluations can help directors review their performance, exceed standards, and satisfy investors.

Boardroom Tools & Templates

Sample Nominating and Corporate Governance Committee Self-Evaluation (member exclusive) – Is your board convinced that self-evaluation is important but needs some guidance to get started? This template provides sample questions to kick-start the nominating and governance committee’s self-evaluation process.

Industry & Global Perspectives

Guide to Board Composition for Energy Companies Emerging from Bankruptcy (open to all) – Every sector faces unique challenges. While NACD is here first to help with big-picture governance questions, our resources also address granular topics. Egon Zehnder’s report on how to structure board composition for an energy board is a great example of industry-specific knowledge offered to boards.

Videos & Webinars

How to Select the Nominating and Governance Committee Chair (open to all) – What star qualities do you need to look for when selecting a director to chair the nominating and governance committee? Two experts share what they’ve learned through their work with boards to find the perfect fit.

If you can’t find what you need on the Nominating and Governance Committee Resource Center, please let us know. We want to be responsive to directors’ needs and concerns.