Category: Inside NACD

The 2010 Director of the Year Awards – Celebrating Boardroom Heroes

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Opening the 2010 NACD Director of the Year Awards celebration by honoring attendees for their integrity, good work, and courage to strive for corporate governance excellence, Mary Pat McCarthy, of KPMG, the Crystal Sponsor for the dinner banquet Saturday night, added, “In this room, we all know guiding a ship in tough seas is never easy; but with these [three Director of the Year Award honorees], it’s easier because we have [the Awardees]—some of the brightest beams—to light our way.”

NACD 2010 Director of the Year Award Winners

NACD 2010 Director of the Year Award Winners

These moving words began a celebration of three boardroom heroes, each of whom has demonstrated a spirit of boundless energy towards improving the governance our nation’s boardrooms for the benefit of the shareowners.

The evening’s first honoree, Josh Bekenstein, was honored as NACD’s 2010 Nonprofit Director of the Year. Mr. Bekenstein joked that when
his secretary called to let him know he won “an award for not making a profit during the entire year,” he had a moment of pure panic. In fact, Mr. Bekenstein’s business acumen is legendary. In a taped tribute, one of his colleagues complimented his ability to connect big ideas to powerful execution to get extraordinary results.

Read more about why Josh Bekenstein was honored was NACD’s 2010 Nonprofit Director of the Year.

Next, Richard L. Keyser, former chairman of W.W. Grainger, was honored as NACD’s 2010 Public Company Director of the Year. Mr. Keyser was described as “one of the quietest, most unassuming people in the room” but the person “whose opinions carried the greatest weight.” Mr. Keyser is known to work collegially with others to run a great boardroom and make the world a better place, using this valuable work style praised throughout just about every conference session as essential to running a good board.

Read more about why Richard Keyser was honored as NACD’s 2010 Public Company Director of the Year.

The evening ended with a special presentation of the 2010 B. Kenneth West Lifetime Achievement Award, presented to 12-year DuPont board veteran, Dr. Curtis Crawford. Ellen Kullman, DuPont’s chairman and CEO, flew in to attend the dinner and to personally congratulate Mr. Crawford for his extraordinary accomplishments. “With his background, he is insightful in a way that I and no others in the company are—and he doesn’t shy away from difficult discussions. As chair and CEO, I value that in a board member.”

One way that Mr. Crawford has been sharing his gifts as a strong steward of good governance has been to award scholarships to, and  mentor students from, DePaul University, where he serves as a trustee. In fact, the University flies scholarship winners from Chicago to California “to sit at Curt’s knee, absorbing best practices in how to govern an organization well, earning the equivalent of three college credits,” said the University’s chancellor.

Read more about why Dr. Curtis Crawford was honored as NACD’s 2010 B. Kenneth West Director of the Year Award.

Richard Keyser, in his understated yet commanding way, said something earlier in the evening that summed up the insight, knowledge, and integrity of courageous directors. He said that “… all of us in this room, all of us, when we do what is right and follow the basics like integrity and hard work, are boardroom heroes.”

Finally, the sponsors, including Crystal sponsor KPMG, and Emerald sponsors DuPont, Grainger, Principal Financial Group, and Zebra Technologies Corporation, as well as corporate table sponsors Center for Audit Quality, Heidrick & Struggles, Lockheed Martin, and Oliver Wyman, were shown great appreciation by all.

NACD’s Minute-by-Minute Analysis of the New Proxy Access Rules

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Thanks to Twitter™, participants at NACD’s Director Professionalism® course in Laguna Beach were able to keep on top of the news from the SEC last week, even though they were 3000 miles away in sunny California.

“We had people down at the SEC of course” said NACD Managing Director and CFO, Peter Gleason, who was one of the facilitators at Director Professionalism. “Their tweets, and those of the major news outlets and the SEC itself kept us up to the minute. The expert directors who were leading our discussions on shareowner value and nomination and governance processes on Wednesday made sure the directors attending (more than 100) didn’t miss a beat.”

“Being able to discuss the SEC decision on proxy access with our attendees in real time was a terrific benefit for my morning session on nominating and governance committees,” said Michele Hooper, a member of the NACD board and of the boards of UnitedHealth Group, Astra Zeneca, PPG Industries and Warner Music Group. “I was leading the nom/gov discussion as corporate governance history was being made in DC. As you might expect, we had a lot of questions about the impact of the new rules, board composition and how best to explain your individual and collective skill sets on the proxy. The NACD’s new proxy disclosure template is a valuable resource and should prove very helpful for boards”

Rich Koppes, director at Valeant Pharmaceuticals, NACD, and a former GC at CalPERS, agrees: “I was facilitating a discussion on adding shareowner value as the news was breaking. A lot of directors are nervous about spending their time on compliance that distracts from the main strategic work of the board, and I am not sure that anyone knows how the latest promulgations around say-on-pay will work out. But there was a lot of energy around new ways of communicating value to shareowners, and that has to be a good thing.”

Participants in NACD’s Director Professionalism® program in Laguna Beach, CA, in August not only left the program better prepared to face the future—they also arrived at the program ready to move from knowing to doing: NACD is now using podcasts to keep directors at its cornerstone program up-to-date on legislative changes and emerging issues. NACD CFO Peter Gleason recorded a briefing on the Dodd-Frank Act, proxy access and proxy plumbing to bring directors up to speed before they travelled to the course, allowing them to make the most of the opportunity to talk through the implications of this sea change in corporate governance with each other.  “It’s a quick and easy way to share the information and it stimulates useful discussion,” says Pete, who jokes that he has “a great face for podcasts.”

“If everyone arrives with the same baseline knowledge, we can use our time together to tap the experience in the room to work out how to lead the way in a new environment for directors. Distance learning is great for sharing information, and classroom settings are great for peer exchanges. NACD makes the most of both educational opportunities”

To join the next Director Professionalism course in Tampa, FL, on Dec. 6 and 7, register here. To check out 2011 dates for Director Professionalism and for the more advanced Master Class click here.

More Thoughts on Company Culture

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Following Ken Daly’s talk with Continental Airlines director and NACD board member Karen Hastie Williams at NACD’s Director Professionalism® course in Laguna Beach, CA, I have been thinking more about company culture and the board’s role in shaping it. The power of culture to make or break an organization is something recognized by many NACD members, and I have been lucky to learn from some of their reflections on this topic over this crisis-ridden summer for big business in America.

NACD member Jim Brady, who is the chair of four public company audit committees, recently shared his views on how board members can both read and contribute to a company’s culture in an NACD Boardroom Excellence webinar on “Tone at the Top.”  Jim talked about the importance of respect and listening and observing body language, both when a director is considering joining a board, and when he or she seeks to influence the culture of the C-suite.

In the same webinar, Mike Pocalyko, a former U.S. Navy helicopter pilot and investment banker who now serves on the boards of Herley Industries and TheramuneX Pharmaceuticals (as chairman), joined Jim Brady to talk about transparency, board accountability, and thoughtful risk management and strategy development—important board responsibilities that, in turn, shape the culture and performance of the company.

Balancing business opportunity with risk management and a wider stewardship responsibility is something that many NACD members grapple with every day in their board work. Directors at PICO Holdings—corporate board members of NACD—govern a company that owns water rights in much of the Western U.S. Speaking to PICO board member Richard Ruppert over lunch one day when he attended our Scottsdale, AZ, Director Professionalism course, I was moved by how he spoke of the need to balance profit with concern for the land and the people making a living on it and from it. “‘Don’t be greedy,’ that’s our motto” he said. (BTW, the issue of the global water shortage, and how it may affect your company’s strategy will be examined in a session called “Enabling the Future” at this year’s conference — don’t miss it.

Also at the conference, Dr. Reatha Clark King, a former Exxon board member and a current director of NACD, will be among those examining corporate culture and its role in rebuilding public trust. Given the trials this summer for one of Exxon’s competitors, BP, her words will be well worth hearing.