Tag Archive: NACD

Have You Noticed?

Published by
Ashley Marchand Orme

Ashley Marchand Orme

The times, they are a-changin’. And so are we.

NACD’s Research team, headed by Director of Research Friso Van der Oord, has been hard at work making changes to significantly enhance how you experience our content. We heard your feedback, and—with our members as our central focus—we’ve released new, practical types of content and reorganized our closets to help you find what you need, when you need it. Let’s begin with our reorganization.

NACD Resource Centers

We’ve curated the best NACD content on the most universal board governance topics in NACD Board Resource Centers. These resource centers include our best thought leadership, most practical tools, recent expert analysis, and upcoming events. Their content gets refreshed monthly. We now have resource centers available on the following topics, with more to come in the next 6 months:

Board Insights Portal

In addition to Resource Centers, NACD also debuted its Board Insights Portal in the last year. Here, you can find our most recent publications, blogs and articles.

This page also features three drop-down menus that allow you to search for our research and insights by committee type (for the three traditional committees), by topic, or for benchmarking data by company type.

Director Essentials

Among the publications you’ll find in our Resource Centers and Board Insights Portal are a new publication type called our Director Essentials series. This new series offers “essentials” guides for boards on key governance issues, outlining core responsibilities of boards, tactics they can adopt to strengthen oversight and questions they can ask to inform the dialogue with management

Director FAQs

Another new content type is the Director FAQs. These two- to three-page briefs answer the most common questions we receive from our members. Topics include:

Blue Ribbon Commission Reports

We also recently built a dedicated page this year to highlight the findings of the 2016 Blue Ribbon Commission Report on Building the Strategic-Asset Board. This page also includes an executive summary of the report, additional resources related to the report, and links to all other BRCs that NACD has produced over the last decade.

Enhanced Search Function

A cross-departmental team of NACD staff have also worked to improve our website’s search function. We cleared out our old or redundant pages and ensured that our most relevant content appears when you search your favorite governance terms on our site. So now, if we’ve published it, you can more easily find it.

What This Means for You

We hope that these changes will help you and your board to better identify specific resources to frame your boardroom discussions, diagnose an issue, and outline possible solutions. We only ask that you continue to provide us with feedback about your experience finding or using our content. Please offer your comments below, or send an email to me (AMOrme@NACDonline.org) or Friso (FVanderOord@NACDonline.org).

You may also click here for more information on how to gain access to NACD’s exclusive boardroom intelligence.

NACD Names Dr. Karen Horn as Board Chair

Published by
Karen Horn

Dr. Karen Horn

NACD elected Dr. Karen Horn as its board chair last week during its board of directors’ meeting. She succeeds Dr. Reatha Clark King, who had held the position of board chair since 2013 and will now serve as chair emerita.

“I am delighted to welcome Dr. Horn as our next NACD board chair,” King said. “She brings to the position several distinguished leadership experiences in business, board governance, and associations. Her demonstrated commitment to board excellence will enable her to work with NACD’s board, management, members, and many partners to further advance board leadership and excellence.”

As NACD’s incoming chair, Horn has high ambitions for NACD’s future. “As shareholders, regulators, and stakeholders hold directors to an increasingly higher standard, NACD will continue to play an important role in shaping and upholding exemplary board-governance standards,” said Horn. “I am honored to be NACD’s chair and I look forward to supporting NACD’s mission to help our members lead with confidence in the boardroom.”

Horn, who was a commissioner of the NACD Blue Ribbon Commission (BRC) on the Effective Lead Director and co-chair of the BRC on the Board and Long-Term Value Creation, joined NACD’s board in 2011 and has most recently served as NACD’s vice chair. She also serves as the chair of the nominating and governance committee of the Simon Property Group Inc., as vice chair of the National Bureau of Economic Research, and as vice chair of the U.S. Russia Foundation for Economic Development and the Rule of Law.

Previously Horn was a director of Eli Lilly and Co., where she was lead director and chaired the compensation committee; of Norfolk Southern Corp., where she chaired the audit committee; and of T. Rowe Price Mutual Funds.

She is a senior managing director of Brock Capital Group. Horn also has been the global head of Marsh Private Client Services, the head of international banking at Bankers Trust, and the sixth president of the Federal Reserve Bank of Cleveland—the first female president in the Federal Reserve System’s history.

For more information about NACD’s board of directors, visit www.NACDonline.org/NACDBoard.

What to Watch For in 2016

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A Message from NACD’s CEO to Our Members

Each year I find myself declaring that the profession of directorship has become more challenging than it was in the previous year. I believe we’ve now reached the point where we should recognize this escalation as the status quo, not an annual anomaly. The Securities and Exchange Commission’s director qualification disclosure requirements, the advent of proxy access, and the increasingly public role of shareholder activists have contributed to a business environment in which directors’ qualifications and performance are continually scrutinized.

Kenneth Daly NACD CEONACD’s mission is to help directors lead with confidence—and to foster stakeholders’ confidence in their directors’ ability to effectively serve their companies. I’d like to highlight three critical issues that we believe directors—of all company types—should focus on during the year ahead.

1. Director Awareness

The dramatic slowdown in China’s economy, plummeting oil prices, recent terrorist activities, and the rise of the digital economy have put a fine point on the need for directors to be aware of disruptors that may cause a drastic change in sea conditions for their organizations.

No one can be expected to anticipate every potential disruption. (Who could have seen Uber idling around the corner?) But foresight comes down to one deceptively simple practice: asking the right questions. Are board members exploring the possible impacts of a terrorist act on the company’s supply chain, investigating their organization’s vulnerability to a cyber attack, or considering new competitors that can bring products to market faster than ever before and with nominal investment?  Throughout 2016 our NACD Directorship 2020 initiative will continue to focus on disruptive forces, putting a spotlight on the issues that may affect your companies in the years to come.

Suggested NACD Resources:
Environmental and Innovative Disruption: What Directors Need to Know
Leveraging Social and Demographic Trends

2. Shareholder Activism

It goes without saying that activist investors have gotten our attention. A record-setting 355 activist campaigns were announced in 2015, including 33 against Fortune 500 companies. Last year was also a record year in terms of activist campaigns resulting in board seats—127 resulted in at least one board seat for the activist or the activist’s appointee. Our own annual survey of public-company directors found that 20 percent of respondents’ boards were approached by an activist investor in the past year. But nearly half of respondents reported that they are unprepared for an activist challenge.

Activists aren’t practicing black magic; they are performing effective due diligence and smart analytics on their holdings. Boards need to think like activists and anticipate the issues these investors may raise. Do your company’s metrics fall outside industry norms? Does your board composition have any perceived weaknesses? Do you engage with management about the assumptions that undergird your company’s strategy? In 2016, NACD will continue to provide resources that can help your boards to anticipate—and respond to—emerging issues.

Suggested NACD Resources
Identify the Enemies of Effectiveness and Think Like an Activist
Investor Perspectives: Critical Issues for Board Focus in 2016

3. Mergers & Acquisitions

M&A activity reached record levels in 2015. Given this phenomenon, it’s more critical than ever that boards understand their role in M&A. We believe it boils down to readiness and oversight.

At any given time, directors may need to consider either the sale of their own company or the purchase of another company. The board must carefully weigh all opportunities to buy or sell as part of its routine corporate oversight. Be on the lookout for NACD’s new M&A Board Resource Center, which will be available later this quarter. The center will serve as a one-stop shop to help boards participate effectively in the evaluation of proposed M&A transactions.

Suggested NACD Resources
FAQs on the Role of the Board in M&A
Recorded Webinar:  The Extent of the Board’s Role in M&A

NACD Cyber Summit
On a final note, I’d like to call your attention to the 2016 NACD Cyber Summit, which will be held on June 15 in Chicago. With Congress now considering passage of a bill that would require companies to publicly identify the “cybersecurity experts” on their boards, scrutiny of the board’s role in cybersecurity oversight has never been greater. This year’s Cyber Summit will equip directors and management with the tools they need to foster cyber resiliency and confidently oversee cyber-risk management.

If you would like to receive additional resources on the three issues mentioned above or more information about the Cyber Summit, I encourage you to contact your dedicated NACD Concierge. If you have not yet had a chance to meet the concierge assigned to you, give us a call at 202-775-0509, and we’ll connect you.

Thank you for being an NACD member. I wish you a successful year ahead.

Sincerely,

Ken