Boards Beyond Borders: Global Panels at NACD’s Board Leadership Conference

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It’s a mad, mad, mad, mad world—to echo a movie title from a half century ago—but it’s also a good one when nations cooperate. This is the big takeaway from the global track at NACD’s 2014 Board Leadership Conference, where representatives of nine nations convened to create a global village and to host a series of three staged programs.

GLOBAL-VILLAGE_MALAYSIA

The village itself featured colorful, information-rich booths where representatives from the embassies and consulates of Brazil, Canada, China, Germany, Ireland, Malaysia, Mexico, and the Russian Federation greeted trade-minded directors seeking to expand their knowledge.

In addition, the village featured a booth for the Global Network of Director Institutes (GNDI), a network of 12 director institutes (including NACD) and one confederation (ecoDA, in Europe). The GNDI booth offered an opportunity to meet incoming GNDI Chairman Stan Magidson, CEO of the Institute of Corporate Directors (ICD) from Canada; Paul Chan, the acting CEO of the Malaysian Alliance of Corporate Directors; and Simon Arcus, manager, Governance Leadership Center, Institute of Directors, New Zealand. Vicki Jordan, vice president of marketing, ICD, joined me in staffing the booth—a truly appropriate choice, as Canadians/les Canadiens are global by nature. For proof, see this new video produced at Laval University in Quebec (featuring yours truly) created for an exciting new ecoDa educational program also held in October.

The Global Village was home to a series of panels in the Global Track at the Conference. This blog offers takeaways for these dynamic panels.

Global Panel 1: Trade and Business in North America

Moderator: Dean A. Pinkert, vice chairman, U.S. International Trade Commission (USITC). Panelists: Gilles Gauthier, minister, Economic Affairs, Embassy of Canada; Francisco J. Sanchez, chairman, CNS Global; former under secretary at the Department of Commerce.

  1. To grow, consider going global. Eighty-five percent of world economic growth is occurring outside the U.S. The U.S. has bilateral or multilateral free trade agreements with 20 countries. Support for free trade is rising, according to Gallup polls.
  2. Know your trade agreement. A well-known example of a free trade agreement is the North American Free Trade Agreement (NAFTA), now 20 years old, which has been a success for all the economies This is why it is important to support the new and emerging free trade agreements of other regions namely: Transatlantic Trade and Investment Partnership (TTIP), and the Trans Pacific Partnership (TPP).
  3. Give bipartisan support to good trade agreements. Although free trade is often associated with the pro-business Republican party and opposition is often associated with the pro-union Democratic party, good trade agreements such as NAFTA get bipartisan including union support—especially considering that one can always seek a trade remedy to cure imbalances.
  4. Think beyond tariffs. If trade unfairness arises, a variety of trade remedies are available. Tariffs—charging duties on imports—are only one way to correct imbalance. Even more constructive is regulatory cooperation and harmonization of standards.
  5. Tell your company’s story so stakeholders and the public will understand. Reatha Clark King, chair of the NACD board of directors, noted that boards need to do a better job of ensuring that companies are more forthright in disclosing information about their global nature: where they are headquartered, where they employ people, where they source their products, and where they sell their products, among other topics. By revealing their global nature, they will build more informed support for free trade.

Global Panel 2: Translating Corporate Culture Across Borders

Moderator: Dennis Whalen, partner-in-charge and executive director, KPMG’s Audit Committee Institute. Panelists: Orlando Ashford, director, ITT Corp., Executive Leadership Council, and Streetwise Partners; senior partner, Mercer; Michael Marquardt, director, Commonwealth Trust Co., Delaware Theatre Co., American Cancer Society (South Atlantic), and CEO, Global Compass Strategies Inc.

  1. Live “la vida local.” Many companies think locally and act globally, when they must do the opposite. As a company, value your local talent; as an individual, live your local life. Companies acquiring outside their borders used to send in executives from headquarters. Now, they are more likely to hire and promote locals—including expatriates who want to stay longer on an assignment.
  2. Check your culture and mark your calendar. One of the best examples of culture arrogance is when we are oblivious to non-U.S. national holidays. Not all are marked on global calendars. For example, don’t try to schedule a meeting in Berlin on November 9 – when the fall of the Berlin wall is commemorated.
  3. Focus on outcomes. When two companies get combined, focusing solely on process may result in getting buried in protocol. Instead, focus on desirable outcomes—for example an effective workplace. This was the case for Orlando Ashford when he learned that as a matter of policy, a particular non-U.S. division of a U.S. company had collected information on blood type, then run a blood drive for an employee’s relative, and published the results, causing some disharmony at work. He changed the policy.
  4. Insource HR. It may be tempting to ask a local company to hire your talent but it is worth your own time. While professional support can be valuable, human capital is too important to leave entirely to third parties.
  5. Know your agents. Enacted some four decades ago, the Foreign Corrupt Practices Act (FCPA) does hold companies—and, by extension, boards—accountable for certain internal controls. Directors should ask for assurance from management that the people who are involved with selling the company’s products and services act within the boundaries of the law.

Global Panel 3:  The Global Start-Up Revolution

Moderator: Andrea Bonime-Blanc, chair, Epic Theatre Ensemble; audit chair, Counterpart International; CEO and founder, GEC Risk Advisory. Panelists: Andre Averbug, founding partner, Rankpad Consulting, Inc.; Mark Little, CEO and founder, Storyful; Bernard Moon, cofounder and partner, SparkLabs Global Ventures.

  1. Be “hyper-transparent.” In the new economy, “reputations can be lost or improved overnight.” Learn what the market wants to know about you and provide that information as soon as possible.
  2. Look around you. Any place and every place can fuel a start-up revolution. Berlin, Dublin, Nairobi, Seoul, and Tel Aviv are all current examples. Places with a long-established rule of law are ideal for startups, but no place is off limits. In these unexpected places, new ideas are finding the capital they need to become viable businesses—often in areas that do not require a large amount of funds to launch. (Cost of entry in technology-based businesses is generally lower than in traditional industries that require manufacturing plants, for example.)
  3. Respect Silicon Valleyand look beyond it. Silicon Valley is rightly known for the entrepreneurial ecosystem so important in the second phase of growth—a system that includes both financial capital (venture cap, angel investors, banks) and intellectual capital (fellow innovators, universities), not to mention savvy law firms. But such ecosystems are evolving elsewhere as well.
  4. Fail better. Don’t be afraid to start a business that may fail. Panelists noted that in the U.S., bankruptcy laws can be relatively forgiving. In locations where the bankruptcy laws are harsh, changes may be under way, and adaptations are possible. Also, remember that you need not go it alone. In a climate where the new form of research and development is mergers and acquisitions, a possible option may be to sell your start up to a larger company before a lack of funds brings the company to a halt.
  5. Give back. If you develop a successful startup, consider investing at least part of it in other new ventures, the way Google and Facebook founders have done. You can keep the global start-up movement going. Vive la revolution!

Guidance for Director Decisions

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To be or not to be? Shakespeare’s tragic character, Hamlet—the beloved prince of Denmark—is famous for posing this basic existential question. Yet even before one can query his or her own being, there is a much more fundamental question that needs answering: To decide or not to decide?

This primary question is the philosophical starting point for a unique new publication, Director Decision Making: A Sensible Approach. Authors Chuck Re Corr and Clark Abrahams, both experienced directors, approach decision making in two parts: (1) defining the decision, and (2) making the decision.

The first part, Defining the Decision, may sound academic or theoretical, however, it’s as real as can be. This means asking the reason for the decision, looking at the problem that is prompting the decision, assessing the importance of the decision/problem, and asking when the decision must be made and by whom (some decisions must be made by the board; others can/should be delegated).

The second part, Making the Decision, covers remaining checkpoints: information for the decision, formality of the decision (e.g., when/how to take minutes), range of possible solutions to the decision, desired outcome, and monitoring after the fact.

The 26-page highly practical guide includes commentary on intuitive vs. deliberative decisions, and on probabilities, as well as a 2-page worksheet with 20 simple questions every board can (and in most cases should) ask before making any decision.

Will your board be asking them when it makes its next decision? That is the question.

I hope the answer is yes.

Director Decision Making: A Sensible Approach is available at the NACD Bookstore complimentary for members, $15 for non-members. 

Skepticism Lessons Learned

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I’ve always been a trusting soul. One of my earliest lessons involved me diligently removing debris from a stream for someone in exchange for the official deed to the stream. The problem was, he didn’t own it.

I did not possess the skill of skepticism—defined in Audit Standard (AU) 316 as “an attitude that includes a questioning mind and a critical assessment of … evidence.” If I had, I would have observed that the shiny gold seal I was given was the kind you can buy at Woolworth’s 5 &10, and that the stream ran not only behind the deedor’s property but contiguous ones as well.

Yet there’s hope for us all. On October 1, NACD launched a unique new webinar series on Skepticism as part of an ongoing Anti-Fraud Collaboration with the Center for Audit Quality (CAQ), Financial Executives International (FEI), and The Institute for Internal Auditors (IIA). Along with many at NACD, I was involved in this exciting project, and had a chance to review the upcoming episodes.

“Skepticism” relates to a search for the truth. The term comes from the Greek skeptikos used some 2,300 years ago by disciples of the philosopher Pyrrhos. The verb skeptesthai means “to reflect, look, view.” The earliest self-declared skeptics emphasized the importance of the senses in confirming reality. Over time, the word’s meaning expanded to include the notion of reasonable doubt. Today, the “skeptic” is perceived as a doubter—someone who may trust, but must always verify.

It’s an attitude we all need. And perhaps no one knows this better than series moderator Michele J. Hooper, president and CEO of The Directors’ Council, and board member of NACD and CAQ’s governing board. Through questions and comments based on her considerable experience on a variety of public company boards she brings out the best in the six-part series, outlined as follows:

  1. A brief introduction.
  2. The Etiquette and Ethics of Skepticism with Mary M. Mitchell, president, The Mitchell Group, and Bill White, professor at Northwestern University and experienced director.
  3. Professional Skepticism and the External Auditor with Cindy Fornelli, executive director, CAQ; and Greg Weaver, CEO and chairman, Deloitte & Touche.
  4. Skepticism and the Audit Committee with Marty Coyne, lead director and audit committee member, Akamai Technologies; and Ken Daly, president and CEO, NACD.
  5. Skepticism and the Financial Executive with Marie Hollein, president and CEO, FEI; and Greg Kabureck, chief accounting officer, Xerox Corporation.
  6. Skepticism and the Internal Auditor with Richard Chambers, president and CEO, The IIA; and Paul Sobel, vice president and chief audit executive, Georgia Pacific.

In addition to these webinars, NACD will release a white paper with in-depth background and additional resources on skepticism in December.

Why skepticism? It’s a great way to break the fraud triangle—composed of incentive, opportunity, and rationalization—which can cost businesses so dearly. Financial reporting fraud, the focus of this series, is responsible for a significant percentage of the $3.5 trillion that businesses lose to fraud every year, according to a recent study by the Association for Certified Fraud Examiners.

The value of the labor I devoted to cleaning out that stream for a fake deed may not be worth much in dollars, but whenever trust is violated the cost is too high.

Fraud is unfortunately a fact of life; therefore skepticism is a skill we all need.