Tag Archive: Rich Koppes

NACD’s Minute-by-Minute Analysis of the New Proxy Access Rules

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Thanks to Twitter™, participants at NACD’s Director Professionalism® course in Laguna Beach were able to keep on top of the news from the SEC last week, even though they were 3000 miles away in sunny California.

“We had people down at the SEC of course” said NACD Managing Director and CFO, Peter Gleason, who was one of the facilitators at Director Professionalism. “Their tweets, and those of the major news outlets and the SEC itself kept us up to the minute. The expert directors who were leading our discussions on shareowner value and nomination and governance processes on Wednesday made sure the directors attending (more than 100) didn’t miss a beat.”

“Being able to discuss the SEC decision on proxy access with our attendees in real time was a terrific benefit for my morning session on nominating and governance committees,” said Michele Hooper, a member of the NACD board and of the boards of UnitedHealth Group, Astra Zeneca, PPG Industries and Warner Music Group. “I was leading the nom/gov discussion as corporate governance history was being made in DC. As you might expect, we had a lot of questions about the impact of the new rules, board composition and how best to explain your individual and collective skill sets on the proxy. The NACD’s new proxy disclosure template is a valuable resource and should prove very helpful for boards”

Rich Koppes, director at Valeant Pharmaceuticals, NACD, and a former GC at CalPERS, agrees: “I was facilitating a discussion on adding shareowner value as the news was breaking. A lot of directors are nervous about spending their time on compliance that distracts from the main strategic work of the board, and I am not sure that anyone knows how the latest promulgations around say-on-pay will work out. But there was a lot of energy around new ways of communicating value to shareowners, and that has to be a good thing.”

Participants in NACD’s Director Professionalism® program in Laguna Beach, CA, in August not only left the program better prepared to face the future—they also arrived at the program ready to move from knowing to doing: NACD is now using podcasts to keep directors at its cornerstone program up-to-date on legislative changes and emerging issues. NACD CFO Peter Gleason recorded a briefing on the Dodd-Frank Act, proxy access and proxy plumbing to bring directors up to speed before they travelled to the course, allowing them to make the most of the opportunity to talk through the implications of this sea change in corporate governance with each other.  “It’s a quick and easy way to share the information and it stimulates useful discussion,” says Pete, who jokes that he has “a great face for podcasts.”

“If everyone arrives with the same baseline knowledge, we can use our time together to tap the experience in the room to work out how to lead the way in a new environment for directors. Distance learning is great for sharing information, and classroom settings are great for peer exchanges. NACD makes the most of both educational opportunities”

To join the next Director Professionalism course in Tampa, FL, on Dec. 6 and 7, register here. To check out 2011 dates for Director Professionalism and for the more advanced Master Class click here.

Culture Shocks and Mergers Made in Heaven

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As employees, executives and board members, we find change both challenging and exciting, which is, after all, only human. In a merger setting, this takes on even greater meaning as the building of new relationships out of old bonds takes time and requires trust. One known catalyst for smoothing the process is calm, confident, visible leadership. In this regard, the new-look NACD is fortunate.

NACD is acquiring Directorship, and people originally involved with each organization are getting to know each other.  Ken Daly, our CEO, and Jeff Cunningham, chairman, CEO and editorial director of Directorship, characterize our merger as bringing together two different organizations that share one common belief: to make good governance a feature of the boardroom landscape.

Directorship MagazineThe benefits of merging our two organizations are clear: We can now offer you a broader and deeper curriculum, a wider range of peer exchange opportunities, and a continued role for the award winning NACD Directorship magazine, a much-valued member benefit.
But any director or executive who has lived through M or A knows that it can take patience and understanding to forge a new entity and make sure rewards are reaped by customers, shareowners and employees.

Of course, I and my colleagues, old and new, will be supported in our new venture by our own board members. NACD Director Karen Hastie Williams is a member of the Continental Airlines board. She will take part in course NACD’s Director Professionalism® course in Laguna Beach, CA, on August 24 and 25, to talk about culture and leadership as the airline prepares to merge with United. NACD Director Rich Koppes, a member of the Valeant board, also will be there. Valeant is proposing to merge with Biovail later this year.

If you have any stories that illustrate ways in which the board and management can maximize the chances of a productive merger, please do share them—add a comment on this blog post.

As Daimler and Chrysler and Turner and Time Warner will tell you, the road ahead can be bumpy—and board members with skills and experience to help the new-look C-suite deliver successful integration will always be in high demand.

Karen Hastie Williams

Karen H. Williams

Rich Koppes

Rich Koppes