Tag Archive: 2017 Global Board Leaders’ Summit

Kullman: Tactics for Winning a Proxy Fight

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Former DuPont CEO Ellen Kullman spoke with National Association of Corporate Directors’ (NACD) President and CEO Peter R. Gleason at the 2017 Global Board Leaders’ Summit. Kullman—known for leading the DuPont management to victory in the 2015 proxy battle against Trian Fund Management’s Nelson Peltz—shared insights into oversight of long-term value creation and tactics for succeeding in a proxy battle. 

Before discussing the finer points of DuPont’s proxy battle, Kullman addressed the company’s relationship with its stakeholders. Kullman once said that DuPont adheres to stakeholder theory by focusing on four areas: engaging employees, satisfying customers, supporting the community and, in turn, providing success for shareholders. “As a company that operated all around the world, many times our manufacturing plants were the biggest employer in the area,” Kullman said. “If we wanted to be successful, we had to support the citizen.”

Gleason compared DuPont’s relationship with Wilmington, Delaware, to Corning and the company’s headquarters in his own hometown of Corning, New York. “Attracting the right talent is an investment by the company,” Gleason said. “Corning had a philharmonic orchestra in a town of ten thousand people. However, investments in the community may have been seen as low-hanging fruit to shareholders more interested in seeing direct returns.”

In the case of DuPont, its small hotel and golf course in Wilmington became activist targets despite the sense of community they created with the citizens of the town. “Young people today have a choice about where they work,” Kullman said. “If you want to attract the best and brightest, you have to make the community something they want to be a part of. Why does Google have free food and good infrastructure? It’s not a historic appendage, it’s to keep employees working hard. The question is how much [do you want to invest to retain talent] because you can never calculate a return on it.”

Tell Investors Your Story

Kullman shared a number of tactics that helped DuPont emerge victorious in its proxy fight.

1. Keep Telling Your Story to Investors: “We understood our investors and our strategy, and I don’t think [Trian] did. A board member that had been [with DuPont] for three years did a better job explaining our strategy [to investors] than I did. He kept it to the points that were important and was helpful in making the connection as a shareholder.” 

2. Get Ahead of the Activist by Communicating Early and Often with Regulators: Kullman pointed out that activists’ communications tactics have a time advantage over their target companies because public companies must file shareholder communications first with the Securities and Exchange Commission (SEC). I constantly rewrote letters to the SEC and filed responses [in order to be able to communicate with shareholders in line with the SEC rules for solicitation]. Going to CNBC would have been a no-win situation. That’s how we got that transparent information out to the investor and news community to make sure it wasn’t a one-sided innuendo from the activist.”

3. Trust the Management Team to Run the Business: “You have to have a top team. The CFO, regional vice presidents, vice presidents, and general managers of our businesses had to focus on running the company, while we took a small group of people to focus on the fight. I had to have a foot in both camps: I ran the fight during the day and the company on nights and weekends.”

4. Maintain Constant Board-CEO Communication: “You need to spend a lot of time with your board and you need to know where each board member is individually. Whenever I had an interaction with the activist, I would summarize it to the board right away. Say you want help and ideas from your board members because they have a lot of experience. At that point [in our proxy fight with Trian] there were no bad ideas.

5. Engage Retail Investors: “Proxy advisory firms came in to talk to the board and me about what we needed to do to protect ourselves. They said that retail investors vote for management, but they don’t vote. So we identified shareholders that owned more than $1 million in stock. I called them personally and some of them actually called me back.”

6. Use Social Media: “I was new to social media, but I had to learn quickly. With such a large retail base, we couldn’t assume they were all retired investors—and they weren’t. We had to use as many vehicles as possible to get our story out there.”

Learn more about the 2018 NACD Global Board Leaders’ Summit and register here.

Corporate Culture, Public Trust, and the Boardroom Agenda

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In the final mainstage panel discussion of the National Association of Corporate Directors’ (NACD) 2017 Global Board Leaders’ Summit, Richard Edelman, the CEO of communications marketing firm Edelman, spoke with Nicholas Donofrio and Helene Gayle about how corporate culture drives long-term value. He preceded the conversation by offering some sobering statistics. Since 2001, Edelman has researched and measured the trust invested in business, nongovernmental organizations, media, and government by the public. It found that, around the world, only 47 percent of the general population thinks these institutions are trustworthy.

Little more than half (52%) of respondents say they trust businesses. CEO credibility dropped in all countries surveyed, reaching an all-time nadir of 37 percent. Fearful over disappearing employment opportunities, people perceive their current way of life as being threatened, resulting in a rise in protectionist, antitrade sentiments. In addition, looking at survey responses from the investor community, 76 percent of investors indicated that companies should address one or more social issues, ranging from employee education and retraining to environmental issues.

From Edelman’s point of view, business is the last fortification defending public trust in our age-old social institutions. “The board matters,” Edelman said. “Reputation matters. Are you engaged when a company is considering the issues of the day? You have to be. You can’t sit back and let management do this themselves.”

When looking to solve the widespread issue of flagging trust in businesses, directors may do well to take a look at corporate culture. Healthy corporate cultures help drive bottom-line results, increase customer satisfaction, and attract top talent at all levels of the organization. And in the past year alone, media headlines in industries ranging from banking to healthcare to entertainment to automotive manufacturing have highlighted examples of how deficient corporate culture can lead to financial and reputational disaster. As both a source of competitive advantage and as a potential risk, culture is a natural component of boardroom agendas. Yet all too often, it is regarded as a secondary human-resources issue that gets directors’ attention only when a problem arises. In NACD’s most recent public company governance survey, less than half of directors reported that their boards assessed the alignment between the company’s purpose, values, and strategy in the last 12 months.

To upend the common perception of culture as a soft issue, NACD convened directors and governance professionals to develop practical guidance that directors can use to enhance their culture-oversight practices. The resultant publication, The Report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset, makes ten recommendations on culture oversight and offers associated action steps and tools for directors. Donofrio, a director of Bank of New York Mellon, Advanced Micro Devices, and Delphi Automotive PLC, and Gayle, a director of the Coca-Cola Co., the Rockefeller Foundation, and the Center for Strategic and International Studies, co-chaired the commission.

“In many ways, the issue of trust is aligned with issues of culture,” Gayle observed. “While we have a sense of what our culture is, we haven’t defined it and put those pieces together so that culture can be a unifier across those issues.”

“It truly is not just about [financial] results anymore,” Donofrio added. “It’s about what you did and how you did what you did.” And if board members have concerns about how those results were achieved, it’s time to start asking the CEO and management team questions about the beliefs, protocols, and procedures underpinning the company’s performance. If the chief executive is resistant to examining these issues in an open dialogue with directors—or, worse, is taking positions contrary to the company’s espoused culture and values— that is a sign the company does not have the right leadership in place. As Gayle emphasized, “Creating and managing the company’s culture is the responsibility of the CEO and management team. Culture oversight, and holding leaders accountable for a vibrant and healthy culture, is the board’s job.”

Regarding the rising importance placed on a company’s stance on social issues such as education, the environment, or free trade, Gayle advised that directors frame boardroom discussions on these matters in terms of how a given issue is aligned with the business and take into consideration the communities in which the firm operates and the customers it serves. When Edelman asked if board recruitment should include asking directors about their views on key social issues, Donofrio said that these discussions ultimately tie in to the director-recruitment process, where the criteria for board candidates should include their ability to contribute to and support healthy culture—in the boardroom and across the firm as a whole.

Gayle agreed. “How you relate to society is part of how the company sees itself and how the company expresses its culture. Having a well-thought-out position on how [a particular social issue] furthers the business, how it creates an environment of trust, and how it fosters talent—all those things have to do with culture.”

 

Download The Report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset for recommendations and guidance to help boards benchmark and improve their culture-oversight practices. NACD members can access the report’s toolkit that contains boardroom discussion guides, sample culture dashboards, and other materials.

Isaacson: To Be Like da Vinci, Be Passionately Curious

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In addition to serving as the CEO of the Aspen Institute and having served as the managing editor of Time and as the chair and CEO of CNN, Walter Isaacson is an author and historian who specializes in telling the life stories of the great minds that have fundamentally shaped our world.

From Benjamin Franklin and Albert Einstein to Henry Kissinger and Steve Jobs, Isaacson has observed that the common denominator among the greatest geniuses in human history is a sense of curiosity that spans multiple disciplines—that and a little rebelliousness. He sat down with NACD Directorship Editor in Chief Judy Warner at the 2017 NACD Global Board Leaders’ Summit to discuss his latest book, a biography of Leonardo da Vinci, and the relevance of the life and work of the ultimate Renaissance man to the digital age.

For Isaacson, Leonardo’s unquenchable curiosity was one of his defining qualities, observing that the questions that the artist would jot down and explore through the course of his notebooks would never directly result in a larger project, be it a work of art or an invention. But there was value in the process of discovering answers to even the most mundane of questions, be it figuring out why the sky is blue or how they made locks in Milan. The artist developed a heightened understanding of the patterns of the world in which he lived, and this understanding fueled his work.

“Sometimes you wander and you do what any good corporate director would do, which is have a vision of what you’re doing and be tactical and open when something comes up. Especially in the digital age, you have to be open to this,” Isaacson said.

And openness to exploring new possibilities has been a guiding principle in Isaacson’s own career. “I began with print, and now dabble in everything from films to podcasts to television and books,” Isaacson reflected. “Each time, I say, ‘Hey, that’s a new opportunity.’ Leonardo was fascinated by everything, and that’s the best advice you can give someone: always be passionately curious.”

Isaacson also identified diversity as a critical factor to innovation. Looking at the Florence, Italy, of the 1400s, he observed that an influx of immigrant populations allowed for people of different background to mingle and exchange ideas. He also sees similar social conditions as being the impetus for the creation of jazz, which some have hailed as America’s greatest art form. “If there are people with different viewpoints and backgrounds, the edginess produces a creativity that uniformity doesn’t produce,” Isaacson said.

Thanks in part to the edginess of his environment, Leonardo helped to redefine art—as did his rival, fellow master painter Michelangelo. For Isaacson, the competition between these two men was paralleled in the late twentieth century by the competition between technology titans Steve Jobs and Bill Gates. But where Jobs focused on end-to-end control of his products and emphasized elegant design, Gates focused on creating software and letting other companies create the hardware that would serve as vehicles for his products. “And each model works well,” Isaacson said. “There’s no right answer. Jobs believed that beauty mattered, but Bill Gates produced a better business model.”

Jobs and Gates also helped to usher in the digital age, which, like the Renaissance, has completely reshaped how we think about and orient ourselves to our world. This new environment—driven by machines, machine learning, and artificial intelligence—has made some wonder how people will fit in to it. “I hear people say you have to learn coding. That’s ridiculous. We’ve learned that machines will learn how to code better than us, but they can’t learn creativity. What will matter in the future is getting people to connect the arts and technology. We need to be like Leonardo, which is to make no distinctions. Love the beauty of an equation as much as you love the beauty of a brush stroke.”

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