Category: Inside NACD

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.

Independence, Process and Courage

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Prof. Charles Elson, Director, HealthSouth

Prof. Charles Elson

This month, I had the pleasure of working with longtime NACD member, Professor Charles Elson,* from the Weinberg Center for Corporate Governance at the University of Delaware. In addition to his academic work, Charles is also a member of the HealthSouth board of directors.

Charles was talking about duty of loyalty and duty of care (“Don’t be sleazy; don’t be sloppy.”) and advising boards about how to stay on the right side of the law. He emphasized the importance of independence; of thinking through and detailing the board’s decision-making process; and of courage—the guts to do the right thing.

Courage is a concept we have been thinking about a lot at NACD, and, indeed, we have arranged a plenary session at NACD’s annual conference to explore just what it means in the boardroom.

During their plenary session Courageous Board Leadership, Boeing lead director Ken Duberstein and former Lockheed Martin chair and CEO Norm Augustine will be interviewed by NACD’s CEO and president, Ken Daly.

They’ll speak about turning points in their own public service and board leadership and the times when they had to add courage to independence of thought and careful process. In addition to guts, both Ken and Norm have big hearts, sound judgment, and great senses of humor.

Don’t miss the chance to hear these two great storytellers reflect on their board experiences and share their passion for exemplary board and public service leadership at the NACD Corporate Governance Conference this October in Washington, DC.

Norm Augustine on Courageous Acts
Hear aerospace engineer Norm Augustine (also former chair and CEO of Lockheed Martin and former Undersecretary of the Army) talk about the courageous acts of 12 of his friends who walked on the moon – and the courage needed to face our energy crisis.

HBO History Makers Series featuring Kenneth M. Duberstein
Listen to the chairman and CEO of the Duberstein Group, Inc., who served as White House chief of staff during President Reagan’s administration, discuss his experiences.

*Coming soon: NACD’s multimedia, self-paced course, How to Be(come) a Director, will be available online later this year and is facilitated by Professor Charles Elson.

Culture Shocks and Mergers Made in Heaven

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As employees, executives and board members, we find change both challenging and exciting, which is, after all, only human. In a merger setting, this takes on even greater meaning as the building of new relationships out of old bonds takes time and requires trust. One known catalyst for smoothing the process is calm, confident, visible leadership. In this regard, the new-look NACD is fortunate.

NACD is acquiring Directorship, and people originally involved with each organization are getting to know each other.  Ken Daly, our CEO, and Jeff Cunningham, chairman, CEO and editorial director of Directorship, characterize our merger as bringing together two different organizations that share one common belief: to make good governance a feature of the boardroom landscape.

Directorship MagazineThe benefits of merging our two organizations are clear: We can now offer you a broader and deeper curriculum, a wider range of peer exchange opportunities, and a continued role for the award winning NACD Directorship magazine, a much-valued member benefit.
But any director or executive who has lived through M or A knows that it can take patience and understanding to forge a new entity and make sure rewards are reaped by customers, shareowners and employees.

Of course, I and my colleagues, old and new, will be supported in our new venture by our own board members. NACD Director Karen Hastie Williams is a member of the Continental Airlines board. She will take part in course NACD’s Director Professionalism® course in Laguna Beach, CA, on August 24 and 25, to talk about culture and leadership as the airline prepares to merge with United. NACD Director Rich Koppes, a member of the Valeant board, also will be there. Valeant is proposing to merge with Biovail later this year.

If you have any stories that illustrate ways in which the board and management can maximize the chances of a productive merger, please do share them—add a comment on this blog post.

As Daimler and Chrysler and Turner and Time Warner will tell you, the road ahead can be bumpy—and board members with skills and experience to help the new-look C-suite deliver successful integration will always be in high demand.

Karen Hastie Williams

Karen H. Williams

Rich Koppes

Rich Koppes