Category: Technology

Recruiting for the Future

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As highlighted in this week’s NACD Directors Daily, boards are responsible for the oversight of an expanding set of risks. This is especially true in the realm of information technology. This week it was reported the Apple board of directors was asked by its shareholders to provide a report specifically on its process for overseeing privacy and data security risks. On the other side of the IT spectrum, the Wall Street Journal recently highlighted the use of social media by those in the senior ranks.

While leadership experience is still the most sought after skill in recruiting new directors, according to data from the upcoming 2012-2013 NACD Public Company Governance Survey, boards are increasingly searching for directors with skill sets beyond “financial expertise.” In recent years, however, boards recruiting new directors have cited a stronger need for risk and technology experience.

Board composition was a key topic of discussion at the recent meeting of NACD’s Nominating/Governance Committee Chair Advisory Council. Last week, Fortune 500 nominating and governance committee chairs met with representatives of key regulators, institutional investors, and proxy advisory firms. At these meetings, co-hosted with executive search firm Heidrick & Struggles and law firm Sidley Austin, committee chairs are able to discuss expectations with these key regulators, as well as share how their boards are handling the current and future boardroom practices. Council delegates spent a substantial portion of the meeting discussing how to design board composition to meet future strategic imperatives, including the increasingly diverse marketplace, and to address cybersecurity and social media risks.

Following an update on regulatory activity and an analysis of the 2012 proxy season, the conversation shifted to the importance of communications between the board and shareholders. In light of rules such as say on pay and the ability for proxy access via shareholder resolutions under Rule 14a-8, it is critical that the board make greater use of public disclosures to communicate the company’s story. If necessary, directors should also consider supplemental disclosures if they feel that additional information needs to be communicated to investors.

NACD will issue a formal summary of the meeting, reviewing the data and insights gleaned from those present.

NACD Featured Conference Session: What Social Media Means to Your Board

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In the new era of digital media, just 140 characters on Twitter have the potential to affect a company’s reputation and severely impact its brand. In this communications minefield, it is essential that boards stay up-to-date on their companies’ social media strategies.

While directors should consider the defensive mechanisms in place, social media presents more than threats to cyber security and reputation. Websites such as Twitter, Facebook, and LinkedIn can create new opportunities for brand-building, instantaneous communication, and increased engagement with stakeholders.

A session at the upcoming NACD Board Leadership Conference, “Social Media and Reputational Risk,” will help directors dig in and discuss both the risks and advantages that viral communications present. The panelists include some of today’s top experts in the field:

Richard Levick, Esq., president and CEO of LEVICK

Levick represents countries and companies in the highest-stakes global communications matters—from the Wall Street crisis and the Gulf oil spill to Guantanamo Bay and the Catholic Church. Levick was honored for the past three years on NACD Directorship’s list of the 100 most influential people in the boardroom and corporate governance community and has been named to multiple professional halls of fame for lifetime achievement. LEVICK’s digital team is a communications industry leader, deploying potent social media resources on behalf of clients worldwide.

Allan Grafman, CEO, All Media Ventures; chairman, Majesco Entertainment

Grafman monetizes content and investor capital for owners of intellectual property. As president of All Media Ventures, he advises investors, content owners, and media companies.

Grafman is chairman of Majesco Entertainment, a video game producer and distributor. He also serves on the board of directors at Big Tent (licensing), Pixfusion (technology), and is an operating partner at Mercury Capital Partners. He publishes frequently (Directors and Boards, NACD Directorship, Licensing Book, Inventors Digest) and contributes to MSNBC’s “Your Business.”

All of this experience has uniquely positioned Grafman to provide insight—from within multiple technology industries—into the importance of social media as a key component of any corporate strategy.

Fay Feeney, CEO, Risk for Good

Fay Feeney, a self-described “digital whisperer,” is a trusted advisor to corporate boards and executives on the newest trends in business and social media. Feeney founded Risk for Good to advise board chairs, CEOs, the C-Suite, and the entire boardroom on how they can fast track their learnings in a digital world. In addition, Feeney provides strategic insights on how to connect to real time information, whether it’s found on LinkedIn, Twitter, YouTube, or Google. This is a competency that will strengthen directors’ “duty of care,” while improving their governance of these emerging strategic risks.

Feeney is a regular attendee at governance education events and is an NACD Governance Fellow. Her insights at conferences have always proven fruitful and her participation in this panel is sure to help directors develop their digital skills.

Neil S. Braun, director, IMAX Corp.; dean, Pace University

Braun has done it all: entrepreneur, corporate attorney, and television network president and CEO. He has been managed and mentored by some of the world’s best executives and, in turn, has had the opportunity to manage and mentor other talented people who have gone on to great success. He currently serves as the dean of the Lubin School of Business at Pace University.

Braun began his career in 1977 as a corporate attorney for the law firm Paul, Weiss, Rifkind, Wharton & Garrison and later joined a client of the firm, International Film Investors (an SBIC), where as senior vice president he structured and negotiated financing and distribution for feature films, including Gandhi, The Killing Fields, Hopscotch, Escape from New York, and The Howling. He has also served as president and COO of Imagine Films Entertainment as well as chairman and CEO of Viacom Entertainment. In this capacity, Braun was responsible for the turnaround of the production/distribution division for prime-time network programming. Continuing his career in the media, Braun served as president of the NBC Television Network and a GE corporate officer. Most recently, he has served as president and COO of Vanguard Animation LLC, which he founded with the producer of the Shrek animated feature franchise.

This is a small sampling of the long career that has uniquely suited Braun to comment on the issues challenging companies today, specifically in the realm of social networks.

Please join this distinguished panel at the “Social Media and Reputational Risk” session at the NACD Board Leadership Conference, and learn how to succeed as a director in the age of social media.

The conference will be held Oct. 14-16 at the Gaylord National Resort inNationalHarbor, M.D.—just minutes from downtown D.C.

Five Guiding Points for Directors in the Digital Age of Corporate Governance

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In an effort to stay relevant in today’s rapidly evolving digital landscape, directors of leading public and private companies from across the country recently attended the National Association of Corporate Directors’ Spring Forum in New York City.

This year’s topic, “Directors in the Digital Age,” included an agenda full of applicable topics, along with experienced directors and corporate governance experts there to help dedicated director attendees remain ahead of the curve.

One of the most interesting sessions during this year’s forum was the keynote conducted by Ed Ludwig, BD’s (Becton, Dickinson and Company) soon-to-retire chairman of the board. With more than 30 years of service at BD, Ed has personally experienced what it takes to lead in the boardroom and has personally advanced exemplary board leadership.

As Ed noted during his keynote, and as other attendees at the forum addressed, “the digital age—in which business transactions and information often move at the speed of light—has served to dramatically accelerate and amplify our successes and failures at leadership.” More than ever before, the digital age is impacting the boardroom in ways that directors must be prepared to address.

Although it is crucial to engage through digital mediums, there are fundamental guidelines corporate directors should follow in order to achieve sustainable long-term shareholder value creation, as well as to avoid shareholder value destruction. Here are a few of Ed’s tips:

1.      Choose the right CEO

Companies and circumstances call for different types of leadership and skills. There are, however, acknowledged universal skills that all CEOs should possess and values they should live by. This includes an unwavering ambition to serve the organization and society, combined with personal humility and acknowledgment on the part of leaders that at least some of their successes can be attributed to good, old-fashioned luck. In addition, leaders should be able to forge a strategic identity for the firm, build a shared commitment on the part of the organization and create a community of diversity.

2.      CEO Succession: Know What’s Needed Next

It’s never too soon to begin thinking about CEO succession, even with a newly appointed CEO. Every board of directors should ensure that its CEO succession plan includes a pool of potential next leaders with diverse experiences that will enable them to jump into action, if called upon, as the chief executive.

3.      Ensure There is an Effective Executive Leadership Team and System of Engagement for the CEO

It is equally important for an effective CEO to have the right leadership team working with him or her. These individuals must be genuinely exceptional in their own fields of expertise and also possess the ambitious leadership traits described for the CEO. Leaders of any organization must surround themselves with outstanding individuals that they trust completely to “speak truth to power.”

4.      Test Company Strategy to Make Sure It is Focused on Long-Term Shared Value Creation and Not Just Short-Term Operational Results 

Most agree that among the most important roles for directors is to ensure that the firm is pursuing the right strategy. Single dimensional, short-term shareholder value creation is no longer sufficient for companies. Global companies in the digital age must aspire to a higher purpose. Board members should ensure that the companies they oversee have realistic strategies aimed at long-term value creation.

 5.      Collaborate in Peer Forums, Commit to Continuous Learning and Remain in the Know 

Participating in peer exchange forums and professional educational programs are among the most important ways that directors can share and refresh their expertise and voices to focus on long-term shared value creation. In today’s new paradigm of capitalism, corporate director leadership will eventually reward both shareholders and other stakeholders in society. Peer exchanges and director education programs such as the NACD Spring Forum are among the best ways to share leading practices and to teach and learn from fellow participants.

While directors do not want checklists, mandates and unnecessary regulations to oversee their enterprises and drive effective board governance, the digital age demands that directors and their boards be nimble, innovative, ethical and value-producing entities on behalf of global stakeholders. So stay in the know and engage in director-led peer education. It is the best way to ensure our future growth and prosperity.

Ed’s perspectives are important for all directors to keep in mind, from those who are newly appointed to their first board positions to those who have been seasoned with years of experience. The accelerated pace of a global marketplace fueled by an increasingly reactive media environment requires a higher level of responsibility. As part of NACD’s mission to build better boards and further exemplary leadership, we will remain on the forefront of helping directors identify, interpret and gain insights and intelligence about current and emerging issues worthy of boardroom dialogue.