And the Winners Are… NACD 2011 Director of the Year Awards To Be Presented at D100 Forum Gala

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NACD is dedicated to recognizing and advancing exemplary board leadership. As part of this commitment, each year we select two individuals who are role models for director professionalism and set the standard for exemplary board service.

This year, we will recognize Jon F. Hanson as the 2011 winner of the B. Kenneth West Lifetime Achievement Award and Jenne K. Britell, PhD as the NACD Director of the Year.

Mr. Hanson is the chairman and founder of The Hampshire Companies. In addition, Mr. Hanson serves as the non-executive chairman of HealthSouth; chairman of Pascack Community Bank; a director of Yankee Global Enterprises; and chairman emeritus of the National Football Foundation and College Hall of Fame, Inc. His past directorships include serving as lead director for Prudential Financial, Inc., and as a director of CD&L. He is also an honorary director of Hackensack University Medical Center, following more than 20 years of service on their board of directors.

According to Hanson’s peers, he is well deserving of this award. He “exhibits the highest standards of integrity and ethics, courageous leadership under difficult circumstances, and prioritization of stakeholder interests.” He is a leading proponent of excellent corporate governance and director accountability.

Dr. Britell is a senior managing director of Brock Capital, LLC, an advisory and investment banking firm. Additionally, she is non-executive chairman of United Rentals, Inc., the world’s largest equipment rental company. Dr. Britell currently serves on the boards of Crown Holdings, Inc., Quest Diagnostics, the U.S. Russia Investment Fund, the U.S. Russia Foundation for Entrepreneurship and the Rule of Law and the Santa Fe Institute board of trustees. Her prior directorships include service to Lincoln National Corporation, West Pharmaceutical Services, Aames Investment Corporation and the TIAA-CREF board of trustees.

Dr. Britell’s executive credentials include senior positions with GE Capital, Dime Bancorp, Inc., HomePower, Inc., Citicorp and Republic New York Corporation. She was the founding chairman and chief executive officer of the Polish-American Mortgage Bank in Warsaw, the first private mortgage bank in postwar Poland.

In nominating Dr. Britell to be the 2011 NACD Director of the Year, her peers cited outstanding boardroom integrity and leadership, as well as “her intelligence, her insight, and her sense of responsibilities on a corporate board.” In addition, they highlighted her ability to apply her financial expertise to important strategic decisions facing the boards on which she serves.

We invite you to join us in congratulating Mr. Hanson and Dr. Britell for their outstanding and well-deserved achievements, and to celebrate director professionalism with us at this year’s NACD Directorship 100 Forum Gala on November 8th at New York City’s Waldorf-Astoria. We hope to see you there!

To register for the NACD Directorship 100 Forum, go to NACDonline.org/D100. Additionally, directors and executives from NASDAQ-listed companies will save 10 percent on the registration price by entering coupon code OMXSAVE. To register, or to ask questions in person, please email registration@NACDonline.org or call 202-572-2088.

Ken Daly Featured on CEO Talk Radio Discussing “Strategy Role of Boards”

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Ken Daly, NACD president and CEO, is featured on CEO Talk Radio discussing the role the board plays in helping to shape and refine a sustainable strategy. Directors play a key role by selecting the right CEO for the company’s future, and by working with the CEO and senior management to revise the strategy as the company’s situation evolves. Monitoring execution of the current strategy is another key role, according to Daly.

Click here to listen to Ken’s interview.

Selecting and monitoring the right company strategy is essential to sustained profitability. In the Report of the NACD Blue Ribbon Commission on the Role of the Board in Corporate Strategy, NACD offers best practices to help CEOs and boards become more engaged in advising, assessing and monitoring strategy together, placing special emphasis on cooperation and collaboration.

As Daly explains in the interview, there is a powerful relationship between exemplary board performance, sustained profitability and job growth. Directors serve as fiduciaries for shareowners, but not merely for the short term; boards serve owners best by focusing long-term on corporate performance and growth.

The board’s strategy role extends to the function of the board and the way board meetings are conducted. The most effective meetings focus on actionable items, with agendas set to allow for dialogue about key issues. Between meetings, directors can complement management information by conducting their own research. Board members also need to listen to shareowners to understand their concerns and, in turn, help them understand what the company is doing. (Note: In face to face meetings, directors need to ensure that they speak with one voice and comply with Regulation Fair Disclosure.)

NACD has a number of resources available, including white papers, blue ribbon commission reports and surveys, to help directors and boards navigate their roles and deliver value for their companies. NACD also hosts a number of conferences and forums around the country where board members can learn best practices from corporate governance experts and leading directors, as well as network with other directors and boards.

To listen to the full interview with Ken Daly and hear more about the board’s role in shaping corporate strategy, visit http://www.robertgbarnwell.com/039-ceo-talk-radio-your-first-board-seat/ or download the podcast on iTunes.

The Uncertain Future of Proxy Access

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In Wednesday’s edition of NACD Directors Daily, the Wall Street Journal reported that the SEC, under the direction of Chairman Mary Schapiro, will not challenge the decision of the U.S. Court of Appeals for the DC Circuit striking down proxy access. Chairman Schapiro hinted, however, that the SEC may introduce a new rule in the future. In her official statement regarding this issue, Schapiro said that providing proxy access is “in the best interest of investors and our markets. She continued to say she remains “committed to finding a way to make it easier for shareholders to nominate candidates to corporate boards.” If the SEC takes a second bite at the apple, when can directors expect to see mandatory proxy access again?

Short answer: not anytime soon. The SEC will presumably engage in a more robust analysis of the effects proxy access may have on corporations, boards, and shareholder value, likely taking most of 2012. After which, the agency would presumably follow the usual rulemaking process of issuing a proposal, integrating public commentary, and voting on a final rule. Those steps can take many months to complete. Even if a second proxy access rule is unchallenged by the Business Roundtable and U.S. Chamber of Commerce, it would not likely be in effect until the 2014 proxy season.

While mandatory proxy access may still be several years away, directors should not write it off altogether. Part of the SEC’s proxy access rule (amendments to 14a-8) allows private ordering through shareholder proposals. The changes to 14a-8 were not challenged in court but were nevertheless stayed by the SEC pending the outcome of the case. Now that the case is complete, this part of the rule goes into effect on September 13, allowing investors to submit shareholder proposals to allow for proxy access on a company-by-company basis.