Tag Archive: diversity

Time Warner Diversity Chief Aims High

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Champions of business women have been honored each year since 2001 by the prominent civil rights organization Legal Momentum with its Aiming High award. Lisa Garcia Quiroz, senior vice president, president of the Time Warner Foundation, and chief diversity officer of Time Warner, is one of three honorees this year.

Lisa Garcia Quiroz

The seventeenth annual Legal Momentum Aiming High Awards will be presented at a luncheon on June 15 in New York City.

In addition to Garcia Quiroz, this year’s award recipients are:

  • Stephanie Drescher, global head, business development & investor relationship management, Apollo Global Management
  • Brad S. Karp, chair, Paul, Weiss, Rifkind, Wharton & Garrison, and winner of the Man of Distinction honor

Few people in the workforce can claim that they have worked for the greater part of their careers helping to advance women in their workplace. Garcia Quiroz counts herself among the privileged few. When asked about the role that the women in her working life played in her own career development, she said that she owed much of her success to women who reached back to pull her up along with them.

Before moving to Time Warner’s corporate offices and taking on this new position, she served as the founding publisher of People en Español, a position she earned after proving herself as the founding publisher of Time for Kids.

Through her work at Time Warner, she has always placed a priority on amplifying diverse story tellers’ voices. NACD is honored to amplify her voice and to celebrate her leadership along with Legal Momentum. In a recent interview, Garcia Quiroz reflected on her role within a company of storytellers.

What is your approach to setting diversity, inclusion, and social responsibility strategies at Time Warner?

I will tell you that all of the initiatives that I work on at Time Warner have a definitive thread going through them—this idea of diversity and inclusion (D&I)—but for me, I felt it was really important to root it in the business of the company.

I don’t take that commitment lightly. I don’t mean what’s the business case for diversity and share that with my colleagues. No. I first ask, what does diversity mean for a media company? What are the most important outcomes that can come out of a robust diversity effort at a media company? Then, how can we be sure to integrate those principles into the core of this company? Our company is a company of storytellers. We create content. Bearing that in mind, what I did was develop a diversity portfolio that set goals that were very much in line with a company that had its success inextricably linked to talent.

How has being a woman shaped your opportunities to lead through your career? How have mentors helped you along the way? 

I would say that most of my significant opportunities were as a result of a woman reaching back and pulling me up with her. For example, Ann Moore was the legendary head of People magazine and went on to become the CEO of Time Inc. Ann was an incredible mentor of mine. She’s still a terrific friend and was the person that gave me the opportunity to be publisher of People en Español. What’s significant about that is that, honestly, I got that job probably five to seven years earlier than I should have, but she believed in me and gave me the type of support and mentoring that I needed to ensure that I was successful in that role. For that, I’ll be forever grateful.

Everybody has big moments in his or her career. I think choosing to do Time for Kids and getting the funding for it was a way of getting noticed in a place where perhaps you wouldn’t be noticed as quickly being a young woman of color.

When I came here to corporate, I worked for another terrific woman named Pat Fili-Krushel, who was also a fantastic boss. It’s unusual—in 27 years I’ve worked mostly for women. When I was growing up at the company, that typically wouldn’t have been the case.

You were on the board of the Corporation for National and Community Service (CNCS), which funds national service programs such as AmeriCorps*VISTA and SeniorCorps, from 2010–2015. You also served as chair for nearly three years. What motivated you to serve on this particular board?

I was struck by the chance to give people—young and old—the opportunity to serve in communities that they had never known about before. Consider sending someone from New York to the rural south for a year of service at a nonprofit, or sending a young woman from Alexandria, Virginia, to East Los Angeles, or to southern Texas. This is an important opportunity for Americans to really develop a sense of empathy, community, and understanding for what it means to be American. When we live in our little enclaves, it’s very hard to get a sense of that, even in a place like New York City.

A lot of young men and women have a similar experience in the military because they’re serving alongside people that come from all sorts of different locations. [Ret. U.S.] Army General Stanley A. McChrystal talks a lot about the fact that in the military you bring people together from all walks of life to experience and grow with others you may have never encountered otherwise. He points out that now, as our military shrinks, we should be doubling down on other forms of public service as a way to create a sense of greater understanding and appreciation for this country. He has asked whether there is a way of making national service almost mandatory. While this program has enjoyed bi-partisan support in the past, the programs funded by the CNCS are now under threat. Perhaps we should be thinking about how to create more opportunities for young people instead of diminishing them.

Maximizing Talent to Create a 21st Century Board

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Identifying what expertise is needed on the board and orchestrating different—if not conflicting—points of view into constructive conversation can be a challenge. During a session at the second annual NACD Diversity Symposium on the opening day of the Global Board Leaders’ Summit in Washington, DC, panelists James Lam, director and chair of the risk oversight committee at E-Trade Financial Corp. (E*TRADE); Myrna Soto, director of Spirit Airlines and CMS Energy Corp.; and Charlotte Whitmore, vice chair and chief, brand strategies, of Analytics Pros., discussed how boardroom talent and a robust mix of perspectives are critical to ensuring a company’s success.

Maximizing Talent to Create a 21st Century Board

Conversation centered around two themes:

1. Striking a Balance. When considering the future needs of the company, Lam recommended that directors think about their business and its risk profile and then consider the following questions: “What are the key megatrends that will impact the business?” and “What director skill sets will be needed to mitigate this potential impact?”

Considering the continuously growing list of threats and disruptors facing businesses—such as cybersecurity, globalism, and climate change—some boards debate the need to focus on recruiting subject-matter experts to help them oversee these risks. But panelists agreed that new perspectives should replace long-standing expertise.

“Seasoned directors can be a voice of reason,” Soto said. “New executives can be what you need to push the strategy. When you have that diversity of thought, you really challenge the strategy, but it comes down to the nominating committee and how it thinks about what the next director is going to bring to the table.”

Drawing on her own experience, Whitmore concurred. Whitmore is cofounder of the data analytics start-up, Analytics Pros, and knows what it’s like to both recruit directors whose business experiences are different from her own and to be recruited to a board because of her particular expertise. At her own company, Whitmore said she has learned from more seasoned directors that taking actions to grow the company too quickly might do more harm than good. “They bring a sensibility to corporate culture that’s not just about driving results,” she said. In her role as a director, she said her older colleagues often look to her data-analytics savvy to discover new ways to support the organization.

2. Facilitating Dialogue. Having diverse perspectives around the board table does the company no good unless they are heard. Effective director onboarding is vital to acquainting a new director with the company and establishing both the board’s expectations of the new recruit and what that director expects of fellow board members and management. A director’s ability to successfully contribute to the conversation is contingent on the conditions on which they were onboarded. Soto said that she turned down several directorships based on what she learned about the companies’ governance structures. Lam recalled having his own agenda during his onboarding at E*TRADE, ensuring, for example, that he was able to meet with the risk committee and senior management.

In addition, the lead director plays the very important role of ensuring that all directors are heard. When new directors are called upon to join the board of a company in crisis or during a transition—such as a CEO succession—the lead director can be instrumental in managing and balancing the perspectives and experiences represented around the table and getting the full board to a point where it feels comfortable not only in making major decisions, but also in communicating those decisions to stakeholders outside of the boardroom.

Turning ‘Commonsense’ Governance Into Common Practice

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Friso van der Oord

Friso van der Oord

The most powerful names in U.S. business have published guidance on Commonsense Principles of Corporate Governance (Commonsense Principles) to provide a framework to improve corporate governance and make it more long-term–oriented. Warren Buffett of Berkshire Hathaway, Laurence D. Fink of BlackRock, Jamie Dimon of JPMorgan Chase & Co., and others have outlined principles covering nine broad categories of governance issues that, while nonbinding, will likely spark an important dialogue in boardrooms. Eight of the categories have direct and far-reaching implications for boards, while the final group of principles relates to the role asset managers play in the governance arena. What makes this announcement unique is the unified position these leaders have taken behind one set of commonsense principles.

At the National Association of Corporate Directors (NACD), an organization that is advancing exemplary leadership among our community of 17,000 director members, our position is clear: We agree with many of the principles outlined and we can help boards implement effective governance practices. In fact, the Commonsense Principles reinforce the Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies that we introduced a few years ago.

While recognizing that the principles are not a one-size-fits-all solution, and that practices will likely differ based on size, industry, and specific company, we’ve included a practical list of next steps below that boards can take to implement the principles.

The Case for Improved Governance

Key drivers behind the 50+ nonbinding principles are the decline in the number of publicly traded firms, with many highly performing private companies delaying initial public offerings (IPOs), essentially reducing available investment opportunities; the current lack of trust between shareholders, boards, and management teams; concerns about the dominance of short-termism in the management of companies; and the complexity of current corporate governance rules.

The Commonsense Principles identify several areas for improvement:

  • Board agendas should include a focus on major strategic issues (including material mergers and acquisitions and major capital commitments) and long-term strategy, ensuring thorough consideration of operational and financial plans, quantitative and qualitative key performance indicators, and assessment of organic and inorganic growth, among other issues. A company should not feel obligated to provide earnings guidance, the business leaders suggest, and should determine whether providing earnings guidance for the company’s shareholders does more harm than good. Companies should frame their required quarterly reporting in the broader context of their articulated strategy and provide an outlook, as appropriate, for trends and metrics that reflect progress (or lack of progress) on long-term goals.
  • Every board needs a strong leader who is independent of management, the principles emphasize. The board’s independent directors usually are in the best position to evaluate whether the roles of chair and CEO should be separate or combined, and if the board decides on a combined role, it is essential that the board have a strong lead independent director with clearly defined authorities and responsibilities.
  • Diverse boards make better decisions, so every board should have members with complementary and diverse skills, backgrounds, and experiences. It’s also important to balance the wisdom and judgment that accompany experience and tenure with the need for the fresh thinking and perspectives that new board members can bring.
  • In financial reporting, the use of Generally Accepted Accounting Principles (GAAP) should not be obscured by the use of non-GAAP metrics.

Action Steps for Directors

You and your board/company may consider taking certain steps:

  • Review the principles in detail and benchmark your current governance approach against them.
  • Determine if identified differences are areas ripe for further discussion and possible change.
  • Engage your largest investors to get their take on the principles and how they plan to use them when assessing corporate governance effectiveness.

NACD Alignment With Commonsense Principles

Below I’ve highlighted just a few examples of how NACD aligns with the most significant principles. I have included links to NACD reports that can help boards make the Commonsense Principles common practice.

Focus on Long-Term Value Creation

The principles advocate for the creation of long-term shareholder value. Our guidance to members over the past several years has skewed unabashedly toward boards prioritizing long-term value creation. In fact, our 2015 Report of the NACD Blue Ribbon Commission on the Board and Long-Term Value Creation emphasizes the need for directors to align short-term goals—and executive compensation—with long-term strategy. The report provides tools and practical recommendations including, among others, the following:

  • Boards should consider recommending a move away from quarterly earnings guidance in favor of broader guidance parameters tied to long-term performance and strategic objectives.
  • The board’s CEO selection and evaluation processes should include an assessment of the extent to which he or she can be an effective advocate for the firm’s long-term strategy.
  • The nominating and governance committee should approach board composition and succession planning with long-term needs in mind, based on the director skills that will be most relevant to the company’s strategy in three, five, or more years.

Role of the Lead Director

The role of the lead independent director emerged as another key area where board effectiveness can improve. We at NACD believe that the lead independent director should spearhead efforts to intensify the board’s efficacy by identifying and addressing weaknesses in process and individual director performance. An effective lead independent director should be able to provide criticism that is both respectful and objective, and be able to ensure every director’s voice is heard. To put it simply, the lead independent director should bring out the very best in the board. Our NACD Blue Ribbon Commission Report on the Effective Lead Director provides practical guidance on how to do that.

Board Composition and Diversity

Public-company boards should have a diverse and complimentary mix of backgrounds, experiences, and skills, according to the Commonsense Principles. While this is an area in which we’ve not seen much movement—aside from a slight increase in gender diversity, with 79 percent of NACD survey respondents reporting they have at least one woman director on their board compared with 77 percent in 2014—our Report of the NACD Blue Ribbon Commission on the Diverse Board: Moving From Interest to Action provides very practical advice and tools, including a board-level discussion guide on diversity, that can help boards make diverse board composition a priority. Additional information can be found in NACD’s Board Diversity Resource Center.

Non-GAAP Financial Metrics

The use of non-GAAP metrics in financial reporting has been widely scrutinized by regulators. Mary Jo White, chair of the U.S. Securities and Exchange Commission, stated last December that non-GAAP metrics deserve “close attention, both to make sure that our current rules are being followed and to ask whether they are sufficiently robust in light of current market practices.” NACD’s Audit Committee Chair Advisory Council, a prestigious group of Fortune 500 committee chairs, met a few months ago to discuss the use of non-GAAP metrics. The council made an important recommendation:

From a governance perspective, audit committees should ensure that there are adequate controls in place to help mitigate the risk of management bias in measuring and reporting non-GAAP measures, and that these controls are frequently assessed.

For more information, please review the brief NACD Audit Committee Chair Advisory Council: Audit Committee Oversight of Non-GAAP Financial Measures.

Further Guidance

Our resources and messaging have always been—and will continue to be—shaped by directors who actively contribute to better board-governance practice. As the largest gathering of directors in the United States, NACD’s 2016 Global Board Leaders’ Summit will convene some of the best minds in governance to continue the dialogue on how boards can adopt leading practices. We believe in and strongly support good corporate governance and will continue to provide resources to help directors effectively oversee U.S. businesses. For more information on the governance principles NACD has established, please review our Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies.