Category: Director Education

The Future Is Now at CES

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The 2018 Consumer Electronics Show (CES) opened to the public yesterday in Las Vegas. With over 3,900 exhibitors from 29 countries, there is a lot to absorb.

For a group of some 40 directors, a sneak peek of CES given courtesy of the National Association of Corporate Directors (NACD) and Grant Thornton LLP provided a focused beginning to a three-day exploration of new technology—from robots to self-driving cars and augmented reality to smarter cities—and the implications for corporate governance.

To see more highlights from the floor, click here.

For Grant Thornton, supporting NACD’s first CES Experience underscores the accounting firm’s position “as a challenger brand in the marketplace,” said Michael Desmond, a partner and National Audit Industry & Growth Leader at Grant Thornton. “Being here at CES with a group of directors allows us to support our partnership with NACD and continue our reach into the marketplace at the C-suite and board levels. At the same time, this is where forward thinking and innovation are on display and all of these elements converge.”

Accompanying Desmond was David Wedding, a Grant Thornton partner who also chairs the firm’s board. “I’m here as a director myself and we, of course, are facing disruption in our industry from the impact of technology just like our customers. It will be interesting to see what’s trending and how other directors assess the ramifications of what we see.”

Maureen Conners, a director of Fashion Incubator in San Francisco and NACD’s Northern California Chapter, and former director of Deckers Brands, has been attending CES for at least 15 years. “The best advice I would give to any one coming to CES is not to be afraid to ask the dumb questions,” she said. Conners worked in product development at Gillette, Levi Strauss, and Mattel and started attending CES when as a consultant she helped Polaroid launch its first digital camera. She spoke of how seeing a driverless car maneuver onto a stage during an Intel presentation on Monday night stirred questions for her about how they will ultimately be used.

“I must admit it’s different seeing it in person,” she said.

Liane Pelletier, a director who was on the tour, serves on the boards of ATN International, Expeditors International, and NACD’s Northwest Chapter, echoed that sentiment: “It’s one thing to read about discrete enabling technologies that can disrupt our companies, and it’s entirely different to see and envision all of the use cases.”

Some of the other new products that stand to have industry-altering impacts included: a concept bed from Reverie that adjusts itself based on brain-wave activity; a self-driving Lyft vehicle; and a plush Aflac duck robot with three patents pending that uses a mixed-reality app to help comfort kids coping with cancer.

Come back tomorrow for additional coverage of NACD and Grant Thornton’s board-focused CES Experience.

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.

Top 10 Insights From NACD’s Master Class in Fort Lauderdale

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Ashley Marchand OrmeNACD’s thought-leadership forum, Master Class, convened in Fort Lauderdale, Florida, late last year to discuss how corporate governance is adapting to the current operating environment. Dialogue among directors and session leaders at the event revealed 10 insightful takeaways:

  1. Board engagement in strategy development is a sign of healthy board-management engagement. The board’s role is to question the CEO’s strategy assumptions, offer alternatives, and ensure a long-term value creation. Senior management’s job is to execute the strategy.
  1. Given the complexity of today’s operating environment, it is even more important to stay attuned to disruptive competition in the company’s industry. Spend time outside of board meetings learning which changes—in technology, policy, or through stakeholder demands, for example—are emerging and how your company should address those disruptions.
  1. Demonstrate directors’ commitment to continued education in communications with shareholders, employees, and other stakeholders. While your board may feel that current director evaluations and education requirements are sufficient, review your director education program to ensure that board members’ skills are being enhanced to keep pace with the changing operating environment.
  1. Consider taking a few steps to enhance recruitment of and onboarding for new directors:
    • Consider not only the board’s recruitment needs in the next year, but also in the next several years as directors leave the board and as company strategy evolves.
    • Establish a requirement that the director pipeline includes candidates from diverse backgrounds.
    • Provide a welcome letter with job description to new board members.
    • Tailor new-director onboarding programs to individual directors.
    • Convey a sense of your board’s dynamics with each other and with management to both prospective and new directors.
  1. Determine whether the skillset matrix tests for skills that are necessary for the company strategy. While directors currently serving on the board may have had the skills to help the company achieve its prior strategy, realize that the directors sitting on the board today should be measured against the new ruler of current and future strategy expectations.
  1. Review your board’s bylaws and committee charters to determine whether the documents offer any detail about how directors oversee cultural risk. Probe management about culture. Given recent corporate scandals relating to unhealthy corporate culture, consider adding language to your bylaws and charters to demonstrate a commitment to healthy company culture. Take this commitment a step forward by probing management about how the company currently cultivates a healthy, ethical culture.
  1. Look beyond the information management has presented you to determine the company’s cultural dynamics among not only senior management, but also lower- and mid-level managers. Review online employee satisfaction websites to gauge morale and determine whether behaviors incentivized are realistic and healthy.
  1. Question the quality and volume of information being given to the board on enterprise risks. If the board is receiving 1,000 pages of information monthly about risks, ask whether the board can realistically absorb that information. Ask the chief risk officer to provide the board with a more brief and concentrated view of the risks that need to be addressed, and spend time drilling down on the most pertinent risks, including those that may be sleeping giants.
  1. When stumped on strategy, go back to the beginning. Ask often why the company was founded and what problem the company should help clients or consumers solve. Having a renewed vision of the founder’s mission can help provide fodder as to how to revive that vision in light of today’s operating environment.
  1. Dive deep into consumer trends and behaviors, when considering appropriate strategies. While it may be easy to become mired in the highly technical nature of directorship and oversight, realize that great insight can come from aligning company strategy so that it satisfies customers’ needs and wants.

Add your voice to the next critical conversation. View upcoming NACD Master Class dates.