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Frequently Asked Questions
  Pursuing Profits through Purpose: How ascena retail group Creates Long-Term Value
Identification Number 1691
Clearhouse
Pursuing Profits through Purpose: How ascena retail group Creates Long-Term Value
Publication Date: April 11, 2019 

For the past two years, BlackRock CEO Larry Fink has highlighted “purpose” as a theme of his annual letter to CEOs.  His 2019 guidance calls for executives to embody purpose within their company business models and strategies, stating that “profits and purpose are inextricably linked.”  Fink has put corporate governance teams on notice that when engaging with companies BlackRock will “seek to understand how a company’s purpose informs its strategy and culture to underpin sustainable financial performance.”

Companies seeking a benchmark for how purpose serves as a framework to guide strategy and business decisions can look to ascena retail group, inc. (Nasdaq: ASNA). There are eight clothing brands under ascena’s umbrella, including Ann Taylor, Lane Bryant and dressbarn.  The company is one of the largest specialty apparel retailers focused on women and girls, and its core purpose is stated prominently on its website: provide all women and girls with fashion and inspiration for living confidently every day.

In keeping with that purpose, ascena boasts a board and a workforce that is primarily female, and a comprehensive global social responsibility program with a slogan that succinctly articulates the company’s core purpose: “Her—At the Heart of Us.”  We talked to ascena retail group Chairman and CEO David Jaffe about how the company embodies this purpose in its pursuit to build long-term value for shareholders.  Lead Independent Director Kate Buggeln also participated and offered her insights as well.

My parents, Elliot (EJ) and Roslyn (Mrs. J) Jaffe, opened the first dressbarn store in 1962 to provide discount clothing for working women.  Their customer-centric values and practices have remained in place throughout dressbarn’s evolution from discount clothing chain into a retail holding company with a diverse portfolio of fashion brands, and they are at the core of Her, at the Heart of Us.

That purpose guides everything we do today, including growth and acquisition strategies, supply chain management, culture shaping initiatives and the social causes we champion. 

We diversified our product line to include all women, acquiring brands with corporate cultures aligned to our own.

EJ was a true entrepreneur, willing to bet it all on an untested idea for discount clothing for an untested market of working women.  But he didn’t just take risks—he worked hard to find the risks worth taking.  His decision to take a chance on the dressbarn concept wasn’t a wild-eyed bet.  It was an educated decision based on careful assessments of the retail market and how consumer behaviors (and society as a whole) were evolving.  I grew up watching my parents steadily build dressbarn from one retail shop into a 50-store public company by 1983. 

We put those lessons to good use when we set out to grow the company and expand our fashion lines through acquisitions.  Since going public, dressbarn has evolved into ascena, which includes eight brands and serves a more diverse range of customer segments through 4,600 stores, brand websites and social channels.  While we've made four successful acquisitions, we also looked at many, many other companies we didn’t ultimately pursue—often because they weren’t a good fit culturally.  

At ascena, we don't just put our purpose on a wall— we walk the talk. And as we’ve researched brands to acquire, we’ve looked for promising companies that have corporate cultures and values consistent with our own.  The cultural integration of new brands under the ascena umbrella has been smooth and successful as a result.  Catherines is a great example of a brand ascena acquired that meshes well with our values.  Long before it became fashionable to cater to full-figured women, an enterprising woman named Catherine Weaver opened a small clothing boutique in Memphis.  That was the genesis of Catherines. 

We take great care of our associates. 

The first dressbarn was a success in large part due to the fact that my mother provided legendary customer service while selling discount clothing.  Her respect and care for customers extended to dressbarn’s sales associates and associates; she treated her store associates like they were family.  For example, the women she employed often did not have health insurance, so she worked hard to ensure they were covered. By today’s standards that is commonplace, but back then it was very unusual—especially for a small company. 

At ascena, we strive to make our associates feel like part of a community.  We’ve created a culture where people like coming to work, they love the work environment, they love what they do and they love our clients. We want our associates to grow with us and we’re committed to helping our associates grow within the organization. ascena offers mentoring programs, special projects, and educational programs to give every associate the opportunity to push themselves. 

Treating our associates well benefits the entire company.  It creates a virtuous cycle that increases productivity and associate retention and impacts the overall customer experience.  When associates are happy, they treat customers well; when customers are treated well, they keep coming back.  This virtuous cycle helps ensure ascena is an employer of choice.

The vast majority of our leadership pipeline is female, like our customer base.  

We are proud of the number of women in our ranks:  95% of ascena’s 64,000 associates are women; 62% of ascena vice presidents and above are women; 75% of directors and above are women; 97% of our stores are led by women; and the majority of ascena’s board of directors are women. We believe the percentage of female managers at ascena is remarkable given that we operate in a time where gender equality is an exception, not a norm. 

Four of our eight clothing brands were founded by women entrepreneurs:  Mrs. J started dressbarn, Kay Krill created LOFT, Lena Bryant founded Lane Bryant at the age of 25, and as I mentioned Catherine Weaver was the founder of Catherines.  We would like to continue that legacy by encouraging our female managers to rise within the ranks of ascena’s leadership team.  We recently launched a Women’s Leadership Initiative, a program comprised of an Executive Council, signature events and associate resource groups designed to advance our commitment to supporting women leaders.

We refreshed our board, which now boasts six women among eleven members.  

We set out several years ago to develop a board that is more reflective of our clients and culture. We’ve built the best board for our business with people of different backgrounds. We took our time identifying the best candidates for the particular niches we were looking to fill, and discovered that there are a lot of talented and experienced women out there.  We now have a strong, high-quality board that happens to be a majority female.  Our independent lead director is Kate Buggeln, who’s been a member of our board since 2004. 

ascena’s women directors bring to the board a much closer connection to our customers. Each of our female directors have their own Ann Taylor or dressbarn story, because they’re shopping in the stores or online on a fairly regular basis.  They have greater context regarding the challenges we're facing in the retail markets and the opportunities we’re not taking full advantage of.  They share their feedback on their experience as customers, both in-store and on our websites.

Our board meetings are more interactive and conversational, with directors challenging everything we're doing from the customer perspective: What are you doing to learn about your customer? How are you listening to your customer to really engage with her on her terms to find out what she's out looking for? 

These conversations are forcing us to think harder, to reorganize our priorities.  Six months ago I held a big meeting where I declared a focus on customer-centricity, and we’re setting up a consumer insights Center of Excellence. 

Kate Buggeln, Lead Independent Director of ascena retail group, adds, “The rule of three, when applied to a board, proposes that one female member is token, two female members a presence and three female members a voice. With six women on our board, ascena’s female members are simply directors with diverse backgrounds and a common customer connection. Our natural tendency is to work collaboratively, unconsciously coordinated, to ensure all members’ viewpoints are heard.”

Our social responsibility programs are aligned with our core purpose.

ascena is seeking to drive positive change not only for our customers but also other female stakeholders, including community members, associates, and even the women who work in our supply chain. We know that the customers who participate in our cause marketing programs spend more with our brands than customers who are not participating in those programs, so our responsibility strategy is also driven by business goals. Our current goal is to work together with ascena associates, customers and partners to raise and contribute $250 million by 2025 in support of all women and girls globally.

For example, one of our Her, at the Heart of Us projects is providing education on personal hygiene, family planning and financial literacy to the female associates who work in our supply chain. We’ve reached over 100,000 women across our supply chain now and we are still going strong. Mrs. J taught me that if you take care of your customers and your associates, they’ll respond with loyalty.  The same is true of the vendor partners in your supply chain: If you take care of their workers and support them in ways those vendors can’t, it brings returns in many multiples. As a result of our work through HERproject, our suppliers have reported stronger workplace relationships, reduced turnover and absenteeism, and increased productivity per worker.

We also emphasize community service through a number of programs.  Our ascenaCARES Associate Awards recognize associates who give back to their communities with a grant from ascena Foundation to the organization of their choice.  The Roslyn S. Jaffe Awards celebrate everyday heroes who make the world a better place for women and children. The HERlead program is geared toward young women who are high school juniors and sophomores who want to make a difference in their communities.  We bring them in and give them a little jet fuel to propel their interests and future careers as social entrepreneurs.  We have a program for tweens called the Live Justice Awards that recognizes young girls who are doing great things in their communities. 

There are many other components to our social responsibility program, such as improving access to clean water, increasing our sustainable sourcing, and reducing the company’s carbon footprint.  ascena strives to be the best corporate partner and the best community partner that we can be.  That's how you build a strong reputation and get people feeling good about patronizing and working for the company.

future-America
Mrs. J, ascena executive leaders, store associates, Jaffe Award winners, HERlead Fellows and Justice Girls with Heart Ambassadors rang the Nasdaq Opening Bell on March 12.

For more information, read:

ascena retail group's social responsibility platform>>

Larry Fink’s 2019 Letter to CEOs>>

BlackRock Investment Stewardship’s approach to engagement on long-term strategy, purpose, and culture>>

 ***

ascena retail group, inc. (Nasdaq:ASNA) is a leading national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion segment (Ann Taylor, LOFT, and Lou & Grey), Value Fashion segment (maurices and dressbarn), Plus Fashion segment (Lane Bryant, Catherines and Cacique), and for tween girls under the Kids Fashion segment (Justice). ascena retail group, inc. operates ecommerce websites and approximately 4,600 stores throughout the United States, Canada and Puerto Rico. 
Publication Date*: 4/11/2019 Mailto Link Identification Number: 1691
Frequently Asked Questions
  Diversity and Inclusion is Shaping the Character of Heidrick & Struggles: Here's How
Identification Number 1690
Clearhouse
Diversity and Inclusion is Shaping the Character of Heidrick & Struggles: Here's How
Publication Date: April 2, 2019 

Heidrick & Struggles (Nasdaq: HSII) is a global leadership advisory firm specializing in executive search, leadership assessment and development, organization and team effectiveness, and culture shaping.  The company is a pioneer in culture transformation and believes that an inclusive culture not only fosters innovation, but is also key to its ability to outpace rivals and create a competitive advantage.  Several years ago, Heidrick & Struggles made a commitment to build a world-class corporate culture that prioritizes diversity and inclusion.  Rick Greene, a partner at Heidrick & Struggles, shares the lessons learned in the process, along with some of the positive impacts a retooled culture is already having on the organization.

About four years ago, we began retooling the culture of Heidrick & Struggles.  We wanted to bring more women and other diverse talent into the ranks of upper management and ensure our client-facing consultancy teams were diverse.  We wanted a culture that was inclusive, so all Heidrick & Struggles employees felt welcomed and supported and motivated to be highly productive.

Our internal culture-shaping journey has been very eye-opening for us.  We have gained a valuable inside-out perspective of what it’s like to live through a corporate character change, and we are already finding that the investment we made has proven well worth the effort. Here are some of the most valuable insights we gained along the way: 

Our HR policies now reflect—and support—a diverse workforce.

At the beginning of our culture-shaping process we benchmarked ourselves, and part of that exercise included a survey of Heidrick & Struggles’ female employees.  That survey pointed us very quickly to the fact that some of our HR policies around parental leave, compensation, and performance management were at odds with our stated goal of being a leader in diversity and inclusion.  In some ways we discovered that we were actually behind the curve. 

That was a moment of self-awareness as a management team and as an organization.  It caused us to look internally and say, “We’ve got a real imperative to change here.”  We realized if we truly wanted to create a culture and environment that was diverse and inclusive, our HR policies would have to reflect that. 

Aligning HR policies with corporate messaging is a powerful sign that a company is serious about diversity and inclusion.  Employees immediately see through cultural window-dressing, such as putting up web pages and conference room placards that say nice things about diversity and inclusion.  Management actions and company policies have to visibly support those words.

That kind of authenticity is critical, not just to existing employees but prospective talent as well.  The internet has brought transparency to virtually everything a company does, including culture.  There are multiple websites where employees share what’s really going on internally at the companies they work for.  Prospective employees can research online and easily identify companies where they’re going to be most successful, where they’re going to get sponsorship, where they’re going to be dealing with people whose values match their own, where they’re going to have parental leave and other policies that are conducive to achieving professional aspirations as well as a work-life balance.

We brought more transparency to the compensation process.

An inclusive culture requires bringing transparency to the compensation process, so that diverse and rising talent feels compensation is fair and reasonable because they understand what the process is.  Employees don’t feel valued if the compensation process appears arbitrary—set by a group of people who do not know them, who aren’t particularly connected to them, and who don’t seem to be applying standard formulas with clear criteria.

Even in an industry like professional services, where compensation is largely formulaic and driven by production over the course of the year, there is still room for women to be at a disadvantage when it comes to compensation.  It’s important to ask the right questions when benchmarking the company’s compensation policies:  Are women getting the same commercial opportunities that their male peers are?  In negotiations, when two partners sell an engagement and the firm is going to get paid $100,000 for the work, are the male and female partners who sell that work together on equal footing in the negotiations for how credit for those fees gets allocated?  The answers to questions like these can guide necessary clarifications and changes to ensure compensation gaps are identified and eliminated.

The diversity of our leadership and consulting teams now reflects the aspirations of our clients.

Today, three of Heidrick & Struggles’ five executive officers (including our CEO) are diverse.  More than 50% of our board of directors is diverse.  Our management committee—comprised of key corporate leaders and senior partners who are serving clients every day—is 50% diverse.  During the past few years, women have been promoted to run our New York, London, and Paris offices – our 1st, 2nd, and 4th largest offices, respectively.   Our 3rd largest office, Chicago, is led by an African-American male partner.  Women lead our two largest revenue-producing practices: Technology and Financial Services.  Our chief human resources officer is a woman, chief marketing officer is a woman, and general counsel is an African-American male. 

These appointments have not only given women and minority professionals at Heidrick the benefit of personal growth and opportunity; they have accelerated our business case for internal culture shaping.  Heidrick now has an authentic, strong diversity story to tell when we have conversations about our firm, whether we are pitching prospective clients or recruiting the best talent to work for us. 

Our culture shaping process has accelerated decision making.

The culture shaping process begins with a discussion of the current purpose and values statements of the company, to the extent those are defined and articulated. The process itself includes a diagnostic of baseline culture, including what’s working, what’s not working, and how culture is linked to performance and the company’s aspirations.  Then the process pivots to defining a renewed statement of purpose and values for the organization.  Once purpose and values are in place as anchors, they almost inherently accelerate the work of management. 

One of the greatest moments for us when we went through our own internal culture shaping was that an immediate result was that we had a very clear purpose and a very clear set of values to guide us when making decisions.  Our culture shaping work has enabled Heidrick’s managers to say, “We can scrutinize the situation in detail, but let’s just ask ourselves fundamentally what decision in the situation best supports our purpose?  What decision in the situation best matches, and brings to life, our values?” 

Our culture nurtures a more growth oriented and development mindset.

Many organizations have a fixed mindset with regards to talent—believing employees either have it, or they don’t.  These “culture-of-genius” companies tend to worship top talent, leaving other employees feeling unsupported in risk taking and innovation and lacking a sense of ownership.  Employees become frozen into limiting views about themselves, about their team or function, about their customers, about the competition, and about the company itself. 

A big part of the culture shaping process is unfreezing people and getting them to think differently than they historically have.  When a company operates with a mindset that employees can grow and improve with new opportunities, good strategies, and mentoring, it allows a culture of growth and development to flourish.  Employees who are not locked into limiting perceptions of what they can and cannot learn or accomplish are change ready; they are focused on the future, on innovative solutions for clients, and on agile responses to the market. 

We also learned that culture shifts are seen before they are felt.

Leadership will look at the company’s organization chart and begin to see measurable progress in the number of women and other diverse professionals represented, but the impact of those personnel changes on day-to-day culture may take some time to cascade throughout the organization.  For all of the effort and investment and honest good intent that goes into culture change initiatives, the personal experience of many employees is going to lag behind the initial execution.  If inclusion surveys aren’t glowing immediately, it likely reflects that lag and is not necessarily indicative of a failed attempt at culture change. 

This mission was personal for our CEO, Krishnan Rajagopalan. Krishnan has unique insight and empathy for what it means to be successful as a diverse individual over the course of a career.  Diversity and inclusion has always been very personal for him, and Heidrick’s employees feel that.   In fact, Krishnan raised the visibility of Heidrick’s commitment when he signed a pledge with Paradigm for Parity, publicly committing our firm to achieving gender parity by 2030. 

We learned first-hand that when company leaders are visibly committed in both word and deed to a culture of diversity and inclusion, they will accelerate the process of culture change.  When the board, the CEO, and top management actively participate in efforts to improve diversity and inclusion, it really makes a difference.  It makes a difference in terms of how people show up.  It makes a difference in terms of who shows up.  It makes a difference in terms of who leads.

For more on this topic, listen to a replay of a recent webinar, Diversity Laws Are Here: What Can Boards Do to Prepare? >>  

***

Heidrick & Struggles (Nasdaq: HSII) is a premier provider of executive search, leadership consulting and culture shaping services worldwide.  Richard “Rick” Greene is a partner in Heidrick & Struggles’ New York office and a member of Heidrick Consulting and the Financial Services Practice. From 2015-2018, he served as Heidrick’s chief human resources officer and was a member of the Management Committee. An active champion of diversity and inclusion, Rick created the Accelerating Women’s Excellence (AWE) leadership development program at Heidrick, for which he remains executive sponsor.

 
Publication Date*: 4/2/2019 Mailto Link Identification Number: 1690
Frequently Asked Questions
  Get Board Ready with Veteran Corporate Director Betsy Atkins
Identification Number 1686
Clearhouse
Get Board Ready with Veteran Corporate Director Betsy Atkins
Publication Date: March 15, 2019

In observance of Women’s History Month and International Women’s Day, Governance Clearinghouse is publishing a series of articles focused on gender balance on corporate boards. The series will highlight several facets of this complex issue, including pathways to board diversity, best practices of companies that have achieved gender parity in the boardroom, and the steps aspiring women directors can take to become “board ready.”

Betsy Atkins is a three-time CEO, serial entrepreneur and corporate governance expert, having served on over 30 boards.

I wrote my upcoming book BE BOARD READY: The Secrets to Landing a Board Seat and Being a Great Director as a guide for talented women who seek to be board ready and serve as high-impact, high-value contributing board members. I’ve had a number of opportunities to speak about board service, but one recent experience in particular was the catalyst for this book. Nasdaq invited me to participate on a panel with three other talented women directors, addressing an audience of over 100 aspiring women directors about the topic of board readiness. The Q&A segment following the panel discussion, and subsequent conversations with attendees who reached out to me afterward, made it clear there is a deep thirst for information about the path to board service.

Chapter Two of BE BOARD READY, which is shared here, takes a deep dive into the process of developing a pipeline of contacts that will lead you to prospective boards. Women professionals who aspire to board service need to elevate their networks to achieve their career aspirations. Developing relationships is like investing money in the bank and should be approached with the same discipline. This chapter from my book outlines best practices for expanding and leveraging your professional networks as you grow in your career. I hope these ideas will resonate as you read this excerpt from BE BOARD READY.

Whether you are an aspiring director who wants to join a board for the first time or are already on a board and looking for insights on how to be a great director, join me to celebrate the release of my new book in New York on Tuesday, April 9 or in San Francisco on Thursday, April 11. You must RSVP to attend as space is limited and available on a first-come, first-served basis.

To learn more and RSVP >>

Read Chapter Two, Business Development >>
Publication Date*: 3/15/2019 Mailto Link Identification Number: 1686
Frequently Asked Questions
  9 Pathways to Diversity Innovation and Better Strategic Risk Governance
Identification Number 1685
Clearhouse
9 Pathways to Diversity Innovation and Better Strategic Risk Governance
Publication Date: March 5, 2019

In observance of Women’s History Month and International Women’s Day, Governance Clearinghouse is publishing a series of articles focused on gender balance on corporate boards.  The series will highlight several facets of this complex issue, including pathways to board diversity, best practices of companies that have achieved gender parity in the boardroom, and the steps aspiring women directors can take to become “board ready.”   

Andrea Bonime-Blanc is the founder and CEO of GEC Risk Advisory. Dante Alighieri Disparte is the founder and CEO of Risk Cooperative.

The imperative to equip the governance bodies of companies with diverse directors has never been higher – how the U.S. gets there is up for grabs. The EU has already made up its mind that this will be achieved through quotas. Other regions and countries like Canada require explanations of why diversity is low or does not exist. In the U.S., we have the first instance of a state establishing quotas – California – and where California leads other states often follow.  

Regardless of external regulatory or market pressures to move the needle on board diversity and inclusion, people see through half-hearted, check-the-box efforts.  Rather, companies and their boards, must view their closer approximation to the diversity in society as a net gain for their own resilience, decision making and competitive advantage.  More women on boards and at the head of the table or head of countries, just like more diversity of experience and backgrounds, will make for more fulsome decision making.  Diversity and inclusion should not be call-out efforts, but rather deliberate initiatives that become ingrained in the DNA of well-run companies.

Diversity improves returns – not only financial but reputational and stakeholder returns as well. Just like demographics, diversity is destiny and for boards that aim to capture this dividend, diversity and inclusion need to be incorporated into broad governance.

How do companies do this? We believe there are nine key pathways to board diversity.

1.   Establish a percentage target for diversity (gender, race, ethnicity, national origin, age) that is customized to your business needs.

Many (especially those already ensconced in board seats) abhor government regulations and mandates when it comes to board design. But when nothing changes, or change is glacial, others have come to accept that some government requirements for greater board diversity may not be so bad after all. Witness the recent California law mandating minimum gender diversity for California based companies.

What can companies do to either prevent or end new “onerous” governance laws? There is always the option to be proactive and look at your board, and look at your employee and customer base, and ask yourself the question: does our board reflect the stakeholder populations we serve? There is nothing like a voluntary corporate program to instigate positive change, reputational opportunity and value creation. Indeed, the more companies—and their boards—become a closer reflection of the diversity in society and markets, the less they will fear a reputational backlash for issues like the gender pay gap, the #MeToo movement or other “externalities”.

 2.   Broaden the talent pool with individuals skilled in the areas of risk, technology, sustainability, ethics and compliance.

Many boards do not include a broad enough pool of skillsets on the slate of possible board candidates. The vast majority of corporate board members are CEOs and CFOs, who on the one hand have clear skills in leading organizations and in financial accountability, but may lack refinement in wielding, responding to and appreciating the effects of “soft power” and intangible, unmeasurable threats – especially those that do not conform to quarterly reporting cycles. People (experienced and business-savvy of course) who hold expertise in areas other than the traditional silos of top financial and operational expertise, are seldom considered for board positions.

What about the treasure trove of highly experienced chief risk officers, chief ethics and compliance officers, heads of investor relations and corporate responsibility, audit, environmental, health and safety, chief information security or technology officers that are everywhere? Not all may be qualified to sit on a board, but undoubtedly the top 10% of these populations would make for an extraordinary addition to any board.  Broadening the diversity of skills tapped for boards is as critical as broadening the depth and breadth of diverse talent across all lines.

 3.   Reshuffle committees to represent current market realities and operating norms.

Most boards have the traditional 3-4 committees: audit, finance, nominating/governance and maybe one more; but rarely one that covers risk, sustainability, compliance and similar “intangibles” separately. Indeed, many boards’ audit committees are so oversaturated with responsibilities that anything that comes up that is seen as “extra” – whether ethics and compliance, risk, ESG, health and safety and recently cyber risk – gets thrown into the already overburdened audit committee.

We advocate that each company board look at the mission, vision and strategy of their company and decide what additional committee they might need to tackle their most important environmental, social, sustainability, ethics, technology issues, risks and opportunities. And, of course, in the process, review who on the current board is qualified and capable of being the chair or a member of such a committee. If there is no one present, maybe the time has come to search for a couple of non-traditional and diverse board members with relevant ESG and/or technology expertise?  Indeed, a novel concept to stay ahead of a growing market backlash or compliance-driven pressure to improve diversity and inclusion would be to establish a board-level committee to advance and defend these issues across the enterprise.  The UK’s laws on corporate reporting on gender pay are a good example of the growing pressure and the negative backlash faced by firms that were underperforming on the gender pay gap.  Pay parity, like diversity and inclusion, is not only the right thing to do it is a source of resilience, employee motivation and recruitment, as well as competitive advantage.

 4.   Separate risk and opportunity oversight from audit, perhaps by creating a specialized strategic risk and opportunity committee.

Very much along the lines expressed in point three above, and depending heavily on the industry, footprint and or sector involved, boards should be proactive in looking at their strategy from beyond the traditional mindset. Strategy is not just about growth, revenue and the search for profit, innovation and long term market gains. It is also about looking at strategic risk governance through the lens of the board, which includes considering risk as opportunity.

By separating strategic risk and opportunity evaluation from the audit committee, the board liberates itself from lumping risk into the audit committee’s core mission – financial auditing oversight – and allows other considerations to enter the board’s field of vision.

Strategic risk oversight is all too often a compliance-driven, check the box activity on most boards, which is why they often find themselves flat-footed and tone-deaf when “surprise” events and crises occur. By liberating important strategic issues – such as technology and digital transformation, climate change risk and opportunity, and leadership and culture as a competitive advantage – from the audit committee, companies and boards will breathe new life into their strategy formulation as they consider risk as part of opportunity creation.

 5.   Bring in third-party specialists to conduct scenario-based long-range analysis and cross-industry benchmarking.

Another step that can add to board diversity, at least to the diversity of views, is to consider introducing more innovative educational opportunities to the board.  This can be achieved through outside and inside experts that will help sensitize the board.  For example, experts can offer perspective on the potential crises that the augmented global risk landscape presents to every type of business today, such as culture shifts, cyber threats or climate change.

By dint of the kind of topic that can become a crisis, there is a diversity of experts available both inside the company and outside advisers who are not subject to “paycheck persuasion” to tell the board what they want to hear; these individuals can educate the board and perhaps become a member of the board over time.

 6.   Separate the CEO from the chair and strategic risk management oversight.

We believe this is a pro-diversity strategy by definition because many CEOs and board chairs suffer from deep diversity challenges. By having the amount of power that they do in a combined role, very little change is possible unless the person himself is in favor of improving governance diversity.  The operational benefits from this separation of powers have long been chronicled in the breakdown of decision making, risk management and the types of moral hazards that are bred when power remains unchecked.

In a recent piece we co-wrote for Risk Management Magazine, we detailed and made the case that if the boards of companies that had suffered recent serious crises and scandals had been more diverse leading up to their crisis, it would have helped prevent the crisis in the first place or enabled a more agile response and recovery. And in each of the cases mentioned, the CEO was also the Chairman of the board before and leading up to the crisis event.

 7.   Enforce term limits and cap the total number of concurrent board seats.

Again, this step is pro-diversity by definition because with more turnover and less entrenchment the opportunity for new and diverse members of a board grow substantially. 

Leading good governance advocates including some of the biggest asset managers such as Blackrock, State Street and some of the big state pension funds, have been on the record about preferring term limits for board members. Indeed, in this Harvard Law School Forum on Corporate Governance and Financial Regulation piece written by Jon Lukomnik, he reports on a study of major institutional investors responding to an ISS 2016-2017 Global Policy Survey in which:

 “Among the 120 institutional investors (one-third of whom each own or manage assets in excess of $100 billion) who responded, 68 percent pointed to a high proportion of directors with long tenure as cause for concern…Just 11 percent of the investor respondents said that tenure is not a concern.”

What this means in plain English is that boards that have tenures that are too long, or allow for repeated terms over time for the same person without limits, may not be serving the best interests of their shareholders or other key stakeholders – like customers and employees.

 8.   Create advisory committees of key outside experts to provide new perspectives.

While unusual and uncommon, such advisory committees can include less experienced but highly specialized, more diverse and helpful people who may not be ready for prime-time board seats but are promising candidates to be both listened to and mentored.

One area in which this practice can be specifically helpful is in the technology, cyber-security and digital transformation area, not to mention the clear generational shifts in populations. Most traditional board members are still current or retired CEOs and CFOs who did not grow up during the technological revolution. While it may be wise to have one or more board members with actual technology experience on your board, you might not be able to find the properly seasoned person to perform that role yet. Why not create a feeder advisory board to the corporate board that includes younger, more technologically savvy members who may one day make it to boards as well?

9.   Bring in independent, qualified directors and wean CEOs from the habit of appointing “friends and family” to the board.

The “friends and family” approach to board packing can be harmful to shareholders and other key stakeholders in the long run (and maybe even in the short run). By definition these kinds of boards are very un-diverse – mainly created by founders who are typically white men (although many can be fairly young as founders of tech start-ups).

We think that the long-term profitability and resilience of companies - and the acceptance and support of key stakeholders - is served well by the introduction of talented, meritorious board members who may not be friends and family to the founder or a powerfully entrenched CEO (who so often is also the chairman).

We also believe that the best governance solutions come from voluntary board self-evaluation with the help of the right experts to refresh your board. Boards should break out of the cycle of the self-fulfilling prophecies that most traditional board searches continue to do– with the same recycled profiles of people who are already on boards and have been vetted by the same handful of search firms. Such an approach will assure the continued un-diverse nature of many boards. Breaking that cycle will do the reverse - unearth the many non-traditional and highly qualified talents that are out there in search of board service.

***

Diversity is resilience, innovation and competitive advantage because diversity is destiny - both at the macrocosmic level of national demographics and at the microcosmic level of every company.

Andrea is the founder and CEO of GEC Risk Advisory providing strategic governance, risk, ethics and cyber advice to business, nonprofits and governments, and a board member, NACD Governance Leadership Fellow & Faculty Member. Her latest book – Gloom to Boom: How Leaders Transform Risk into Resilience and Value, will be published by Routledge in mid 2019.

Dante Alighieri Disparte is the founder and CEO of Risk Cooperative, a strategic advisory firm and insurance brokerage focused on risk, readiness and resilience. He is the co-author of the acclaimed book Global Risk Agility and Decision Making and the author of the forthcoming book, Supergovernance, to be published by Macmillan in mid 2019.

The views and opinions expressed herein are the views and opinions of the authors at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice.

Publication Date*: 3/5/2019 Mailto Link Identification Number: 1685
Frequently Asked Questions
  7 Hallmarks of a Company That Champions Women in Leadership
Identification Number 1669
Clearhouse
7 Hallmarks of a Company That Champions Women in Leadership
Publication Date: January 2, 2019 

Nasdaq's Winning Women series seeks to share the insights of successful business women from inside the boardroom and C-suite.

For this latest installment of our series on Winning Women, Caren Merrick, veteran director and entrepreneur, interviewed Mary Davis Holt, an expert in developing women leaders and transforming corporate culture. Mary is a senior consultant at Flynn Heath Holt Leadership, a consulting firm with the stated goal of "moving women leaders forward faster." She offers practical advice on how companies can effectively shift culture to support women leaders and build a diverse leadership pipeline.

Culture trumps everything. When corporate culture doesn't match a company's shiny public face, internal initiatives such as building a gender-diverse management pipeline are likely to fail. In my work, I've observed that companies "walking the talk" of gender parity share the following characteristics:

1) The company has taken the time to audit its own culture.

Culture is elusive, made up of behaviors and beliefs that are felt beneath the surface, rather than seen. So, the first step to retooling a corporate culture is to define what it is currently.

Culture can be audited through surveys, focus groups, or one-on-one interviews, although I'm not a fan of surveys. It's difficult for HR to be objective when analyzing culture, and employees are hesitant to be too candid with internal surveys. Even when the surveys are outsourced, they lack the editorial give-and-take of focus groups and interviews, which is where truly meaningful insights bubble up.

I find the best results come when a company brings in a leadership development consulting group to interview employees first-hand about what it's like to be a woman in that organization. Interviewers delve into issues with lots of probing questions: What are the hurdles in your way? Why are women leaving? How are your benefits? Is there flexibility in the work arrangements? These interviews can be conducted in a focus group setting or one-on-one. It's important to seek input from men as well as women, and to interview a broad range of employees from mid-level up through to the top.

Along with employee perspectives, the company should gather some hard data with regards to employment of women at the company. How many women are being hired? How long do they stay in entry level roles? At what levels in the organizational hierarchy do the numbers of women begin to drop off?

Culture-shaping consultants can help distill the information from interviews and internal employment data into a "culture report card". Depending on their level of expertise, consultants can also help to develop and implement strategies to address any issues that were uncovered.

2) Senior leadership champions diversity and inclusion.

The most powerful lever of cultural change is a CEO who is walking the talk. A company can hire the most successful culture-shaping consultants in the world, but if the CEO and senior leadership team aren't articulating why change needs to happen and taking visible action to make it happen, the culture will not change.

CEOs who are actively engaged in making a difference for women in the workplace typically have some kind of personal experience that got them excited about the issue. Some are pressured by institutional investors, some have daughters entering the workplace and coming up against some tough barriers, some are sponsoring a senior woman but she's not advancing and they want to dig into it and understand why.

Whatever the motivator, when a CEO commits to making the company's culture more supportive of women, everybody else in the company sits up straight and says, "If he's doing it, I'd better do it too." One of my CEO clients told his C-suite team (consisting of 10 men), "Each of you is going to pick a senior woman you want to sponsor. I'm going to ask you every quarter to report how it's going and what progress she's made, and I want to hear what you are doing to support her." The CEO further directed that each sponsored woman should attend a senior leadership team meeting to get a sense of what goes on. That company, as a result, has one of the most successful leadership development programs we have ever facilitated.

3) The company holds itself accountable to creating a supportive culture.

Companies that are serious about supporting female employees use insights from their culture audits to establish measurable, incremental goals—and they hold management accountable to achieving them. Maybe the company wants to increase retention of women by five points, or grow the number of women in senior management by a certain time frame. Whatever the goals, they need to be publicly stated (at least internally if not externally) so employees see that management is committed to making it happen.

4) Hiring and advancement practices within the company promote parity.

Companies with supportive cultures hire and promote in an equitable way, with a level of parity for men and women. Companies need to do an honest assessment of hiring and advancement practices to ensure both genders are treated the same during those processes.

This is harder than it sounds, because unconscious biases get in the way. For example, a recent report by McKinsey reminds us that men are often promoted based on their potential for performance while women are promoted based on their actual results. Either yardstick is fine, but the company needs to pick one, so the same criteria is applied to all employees.

5) Unconscious bias is proactively routed out.

Unconscious bias is not intentional or overt but rather a very low-key hidden driver of behaviors that can operate against success and leave women with a very narrow leadership path to walk.

Here are some examples of behaviors that indicate unconscious bias:
  • Assuming high potential women with children and two-career households aren't relocatable for promotions.
  • Tolerating foul language and inappropriate storytelling in workplace settings.
  • Setting double standards for desirable leadership traits (i.e. confident and assertive women are seen as being overly aggressive and bossy while that same behavior is acceptable in the men).
Companies that take steps to address unconscious bias experience greater success in creating supportive cultures. When trying to rout unconscious bias from company culture, some organizations will put the whole organization through unconscious bias training, and some will conduct an analysis to find out where the pockets are.

Neither approach is easy to execute effectively. Discerning the unconscious biases of a population of employees can be really difficult. And oftentimes unconscious bias training fails because it's approached in a manner that becomes a turnoff to people who are taking the training, so they stop listening and nothing happens. It's critical to design the training curriculum so that it's relevant, actionable and reflective of the company's unique culture.

Unconscious bias is so tricky to identify and remediate that I often recommend companies deal with more tangible issues during the first stages of a culture shift and tackle unconscious bias later in the process.

6) The work environment is flexible.

The women I coach through my firm are much happier—and more productive—when they have some workplace flexibility, whether it's flex time, work from home, reduced hours, or paternity and maternity leave. It's not just women—men need it too.

Allowing flexibility and trusting that the company will continue to generate good productivity and strong results from employees is critical to a supportive culture. Millennials are going to demand it, so while a company may be able to avoid it right now, it won't for much longer.

7) Leadership development includes a formal sponsorship program.

Harvard Business Review published an article that reported women are over-mentored and under-sponsored. I've personally observed that to be true, to the point that I don't believe women can make it to the top of their organizations without sponsorship. Internal leadership development programs should include formalized sponsorship.

A productive sponsorship program goes beyond throwing two people together and saying, "Go have a sponsorship relationship." Upper management should not leave the matching process to happen organically, because in most cases it won't. Sponsors need to be assigned women, and they need to be supported with tools and training. Both parties need coaching to maximize the relationship. Routine check-ins with leadership coaches or upper management can help to ensure accountability. These conversations are highly customized and in-person: How's it going? What's the problem? What's an issue? What do you need? Companies should track the progress of the women being sponsored to gauge the effectiveness of the program.

One of my clients, Heidrick & Struggles (Nasdaq: HSII), has committed to retooling its corporate culture, and has adopted many of the practices I described above with great success. They're looking at their numbers and developing metrics to report progress, they've established a diversity committee, they have appointed a diversity officer. Their CEO is totally on board. And we've helped them create a leadership development program with a strong sponsorship thread. The company is matching senior leaders with high potential women, and we're giving them the training and support to make these relationships productive.

Seven months into the program, the positive effect on both the women and their sponsors and on the corporate culture has been incredible. I've seen real tangible results there in a very short time: the company has two women on the board, there are new women on the leadership team, and women are running offices and practices throughout the organization.

Read our most recent Winning Women installment featuring Candy Duncan here>>

Read the first article of our Winning Women series featuring Janet Hill here >>

***

Mary Davis Holt is a Senior Consultant at Flynn Heath Holt Leadership (FHHL), providing executive coaching on business, women, and leadership. Prior to joining FHHL, Mary held executive positions at Time Warner, Inc. with oversight that ranged from finance to IT, marketing, human resources, manufacturing, and distribution. She served as Senior Executive Vice President and Chief Operating Officer of Time Life, Inc. and as President of Time Life Books.

Caren Merrick is the CEO of Caren Merrick & Co. Previously, she was founder and CEO of Pocket Mentor, a mobile application and digital publishing company that provides leadership development and career advancement. Caren currently serves on the boards of The Gladstone Companies (Nasdaq: GAIN, GLAD, GOOD, LAND). She is also a co-founder and former Executive Vice President of webMethods, Inc., a business-to-business enterprise software solution, which went public on Nasdaq before being acquired.
Publication Date*: 1/2/2019 Mailto Link Identification Number: 1669
Frequently Asked Questions
  Learn How 6 Successful Women Earned a Seat at the Table
Identification Number 1650
Clearhouse
Learn How 6 Successful Women Earned a Seat at the Table
Publication Date: October 18, 2018

Aspiring women leaders gathered in New York City at Nasdaq's MarketSite last week to hear firsthand how successful women earned a seat at the table in some of America's most high profile public company boardrooms. They also heard how they too can join the pipeline of board-ready women and ascend to the next rung on the corporate ladder.

Nasdaq teamed up with ICR to host this event, which featured a dynamic slate of experienced women – all of whom are current or former C-suite executives. Between them, these accomplished women currently serve on more than a dozen boards:

  • Betsy Atkins, Board member of Cognizant (Nasdaq: CTSH), Wynn Resorts (Nasdaq: WYNN), SL Green Realty, Schneider Electric and Volvo
  • Coco Brown, Founder & CEO of The Athena Alliance
  • Zoe Cruz, Board member of Ripple and Man Group Plc and the former Co-President of Morgan Stanley
  • Rachel Glaser, Board member of The New York Times Company and CFO of Etsy (Nasdaq: ETSY)
  • Claudia Fan Munce, Board member of NEA, Best Buy, Bank of the West/BNP Parabis Group, and CoreLogic
  • Diane Neal, Board member of Fossil Group, Inc. (Nasdaq: FOSL) and former CEO of Sur La Table and Bath & Body Works

Following are six key takeaways from our distinguished guests:

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1) "Pay it forward." Betsy Atkins

To gain access to people in influential networks, you have to invest time and do something for them to prove you are valuable. Go out of your way to do a favor, make a meaningful introduction, or share useful information. For example, what can you do for some company in a private equity firm's portfolio? What door can you open? What presentation can one of those start-up companies make to your company that might result in buying their product or service?

You can't withdraw money from the bank until you put money in the bank. You have to forward invest with people, too. Don't ask for favors or introductions until you've proven you are worthy of making that withdrawal.


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2) "Get to know the power players." Coco Brown

In order to be in the right place at the right time to be discovered, women need to be part of the power networks. These are the networks of private equity firms, venture capitalists, CEOs and board members. Don't overlook advisory roles for companies backed by private equity, because they offer a fluid proving ground for board service and access to private equity networks.


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3) "Kiss a few frogs." Claudia Fan Munce

Consider helping a young company, which is basically a micro-version of a large company dealing with similar issues. There are incubators and accelerators in universities all over the country; there are local entrepreneurial programs in your communities. These organizations need people to bring skills because the little businesses they are nurturing can't afford to hire those skills.

Start engaging there and you will become known within what is actually a small network of investors and entrepreneurs. From there, you are in a better position to be tapped to advise larger start-up companies, privately funded companies and potentially a public board.

Hopefully your batting average is good. Then you will be elevated from startup advisor to advisor of a company that is now funded by a major institutional firm. You have to kiss a few frogs!


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4) "Bring more than your gender to the table." Diane Neal

Accept a board seat when you are respected for what you know, when you can identify how you will add value, and when you will grow in some way from the experience. The relationship won't work if you join a board that wants you just because you are a woman.


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5) "Take recruiter calls, even when you are happy with your job." Rachel Glaser

When you are ready to seek a board seat, it's important to reach out to the people who have mentored you and the board members of the companies you work for. Stay in touch, continue to be helpful to them, and make it known that you would like to be on a board. Plant those seeds with the people you like and know and trust.

Don't overlook recruiters. At The New York Times, board seats are filled by search firms. Take all those recruiter calls, even if you have no intention of leaving your current job, because a meaningful conversation that keeps you on their radar could lead to a spot on a board slate later.


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6) "Look abroad for opportunities to serve on boards." Zoe Cruz

In the U.K., the government has established targets for FTSE 350 companies that, by the year 2020, 33% of their board and leadership positions at be held by females. Many British companies are looking to head hunters to find women candidates to help meet these targets. When you call your favorite recruiting firms, they will claim to be global, but most are very regional. Ask to be introduced to their European counterparts and then go meet with them. It's well worth your while.


***
If you were not able to attend the event in person, a video recording of the entire event is available here; a description of each segment along with a video link is provided below.

Changing the Face of Corporate Boardrooms

While more women are joining corporate boards than ever before, some say progress is too slow with only 20% of board seats among Fortune 1000 companies filled by women. In this fireside chat, Diane Neal discussed with CNBC's Bertha Coombs the changing face of corporate boardrooms, reflecting on her experience as a female director to share insights into why gender diversity in board composition matters now more than ever.
Watch a video of this fireside chat here>>

Building the Modern Boardroom

From the leaders at the largest investment firms and pension funds to the limited partners of venture firms, there is a growing call for a new form of corporate governance. There is a lot that is changing. In her presentation, Coco Brown shared more about this transformation and elaborated on where the opportunities lie for women in the process.
Watch a video of Coco's Presentation here>>

Advancing C-Suite Women to Board Service

The panel, moderated by Stacie Swanstrom, engaged four highly accomplished women who have made an impact in the boardrooms and the C-suites of many high profile organizations, including Etsy, Wynn Resorts, Cognizant and Morgan Stanley. The conversation focused on leadership lessons and perspectives gained during their careers and provided the audience with practical, actionable intelligence that they could use to prepare themselves for board service.
Watch a video of the panel discussion here>>

View pictures from this event here>>

Learn from other Winning Women like Janet Hill and Candace Duncan here>>

***

ICR is a leading strategic communications and advisory firm with offices in New York, Norwalk, Los Angeles, Boston, San Francisco and Beijing. The firm pairs capital markets veterans with senior communications professionals, bringing deep sector knowledge and relationships to more than 500 clients in 20 industries.

Publication Date*: 10/18/2018 Mailto Link Identification Number: 1650
Frequently Asked Questions
  Wynn Resorts: 7 Tactics to Cultivate a World-Class Employment Brand
Identification Number 1644
Clearhouse
Wynn Resorts: 7 Tactics to Cultivate a World-Class Employment Brand
Publication Date: October 4, 2018

It's been just eight months since Matt Maddox, CEO of Wynn Resorts (Nasdaq: WYNN), took the reins of the company following the abrupt departure of founder Steve Wynn following sexual misconduct allegations. During that short time, the company's board and leadership team have demonstrated they are serious about creating a workplace that fosters diversity and inclusion.

Perhaps the most public example of that commitment is the swift nomination and onboarding of three new women board members: Betsy Atkins, Dee Dee Myers and Wendy Webb. Nasdaq reached out to these newly-minted Wynn board members to learn more about the multi-faceted approach the company is taking to restore its employment brand and the trust of all its stakeholders, from shareholders to front-line employees.

They shared seven tactics Wynn has employed to emerge from the crisis stronger than ever—and with a world-class employment brand that maximizes its diverse talent pool.

1) Separate the CEO and Chairman roles.

When Steve Wynn stepped down, there was naturally concern that Wynn Resorts would have a difficult time separating the man from the brand—the very logo of the company is his signature. However, Matt Maddox, Wynn's new CEO, has spearheaded a smooth succession—in part because the board separated the roles of chairman and CEO when Steve Wynn stepped down.

The onboarding of a new CEO is a key opportunity for companies with a combined chairman/CEO role to consider separating that role. Wynn's board elected to split the roles, as they wanted to allow Matt to focus on leading the company through a potentially bumpy transition period. "Matt has taken this transition very seriously, devoting a lot of time in-person engaging with employees to listen to them and to share his vision for the company going forward," shared Betsy Atkins. "And when you look at the company's recent performance, Wynn hasn't missed a beat: The overall performance of the company has remained strong and the corporation continues to function smoothly."

2) Bring meaningful gender diversity to the board.

The Wynn Resorts leadership team committed to bringing a new perspective to company leadership and the board as the company turned its focus internally on gender diversity, inclusion, and sensitivity. The board recruited Betsy Atkins, Dee Dee Myers, and Wendy Webb through a very robust and transparent process, during which the entire board was fully engaged. Adding three new independent women directors placed the company among the top 40 of S&P 500 companies (by female board representation).

"There are mountains of evidence that show conclusively that diverse groups of decision-makers make better decisions. So diversifying the Wynn board quickly in the wake of Steve Wynn's departure was essential to navigating the crisis," said Dee Dee Myers. "Betsy, Wendy and I not only bring our unique perspectives and experiences to our roles, but we also bring new skills, and that has been helpful as the board develops and rolls out strategies to address a range of challenges, from improving workplace diversity and inclusion, to compliance, compensation and communications."

"Adding three new directors at once—let alone three new women directors—changes the dynamics in any boardroom," said Betsy Atkins. "However, we were warmly received, and the board's timing has allowed Dee Dee, Wendy, and me to be part of the launch of a whole new set of diversity and inclusion initiatives, both from an oversight as well as a participation standpoint. Wynn's board and leadership team are moving quickly to ensure the company and its employees come through this transition stronger than ever, and I'm thrilled to be a part of that work."

3) Recruit critical skillsets to the board.

With its new women board members, Wynn not only improved the board's gender profile, but added skillsets that will be instrumental in guiding the company going forward. Dee Dee Myers and Wendy Webb each have high PR profiles that can help to bolster Wynn's brand halo. They also bring critical crisis management, strategic communications and PR skillsets that the board can leverage to help Wynn communicate its new strategies and navigate the leadership transition smoothly.

Wynn Resorts is actually five businesses in one: entertainment, retail, hospitality, gaming, and dining, so there are myriad ways the company can leverage the talents and expertise of its new board members. Wendy spent 20 years as a senior executive at The Walt Disney Company, so she has an entertainment and direct-to-consumer perspective that is valuable on the Wynn Resorts board.

"I'm excited to bring to the Wynn Resorts board not only my experience in global travel & tourism learned over two decades at Disney, but also knowledge about the nuances associated with transitioning from a founder-led company to the next phase of professional management," said Wendy Webb. "Additionally, given my background in Investor Relations and Strategy, and through service on other public company boards, I recognize the importance of maintaining a sharp focus on creating value for shareholders. It is through this lens that I have approached my duties as a Wynn board member, while not losing sight of this company's culture and core values that make it a leading brand in the hospitality industry."

Dee Dee also brings considerable experience in public relations, messaging, transition management, and crisis management. She is currently executive vice president for worldwide corporate communications and public affairs at Warner Bros. Entertainment, so she is very familiar with the ripple effects of #MeToo issues.

Betsy Atkins' background as a veteran board member and a tech entrepreneur with experience with digital transformation, AI, branding, retail ecommerce and creating seamless omnichannel consumer experiences can be applied a number of ways to Wynn's business lines.

4) Benchmark the current culture.

The board and management team of Wynn are committed to having a workplace where every employee feels safe, supported, and has equal opportunities to develop his or her full potential. The first thing Matt and his leadership team did was benchmark the current culture.

Wynn conducted an employee-wide survey based on Fortune's "100 Best Companies to Work For" survey, adding questions related to diversity, working women, harassment, discrimination, and women's leadership opportunities to get a full baseline of how employees perceive the culture and working environment at Wynn Resorts. The leadership team has done a preliminary read-out of the results. Several focus groups have been created, each working on the departments that have the biggest impact on the employee base.

In addition, Wynn has engaged a compensation consultant to conduct a comprehensive pay equity study and a promotion equity study to review the rate of succession by gender and by ethnic groups. The company is also working with the Secretary of State of Nevada to participate in their gender equity workplace study.

"When I was approached about joining the board of Wynn Resorts, I quietly paid a visit to the Wynn Las Vegas property," said Betsy Atkins. "I wanted to get a read on its front-line employee base. Wynn is a premium hospitality company, delivering boutique luxury hotel service on a massive 4,000+ room scale—which means service employees are the core asset of the company's brand halo."

"At every level and every touch point at Wynn Las Vegas, I was consistently met with employees who were clearly happy to be working at Wynn and who truly cared about their customers. Whatever issues Wynn would face in the fallout of its founder stepping down, a demoralized and indifferent employee base wasn't one of them—a fact that reinforced my decision to join the company's board of directors."

5) Create a new division focused on leadership development.

Wynn has created a new division, the Culture and Community Department, which is specifically focused on leadership and development, diversity and inclusion, community relations, and gender equality. The entire 25,000 employee workforce of Wynn will feel the impact of the rollout of this division.

As part of this initiative, Wynn launched a Women's Leadership Council, and all four women directors (there was already one woman on the board, Patricia Mulroy) participated in the kickoff and will be involved going forward. The council will host town hall meetings, chats, and networking events to promote advancement of the female employee base.

Wynn is also expanding its already robust internal organizational development program to include leadership development curriculum that covers its broad employee base. There are classes that develop interns into first-time leaders, courses to develop supervisors and managers, courses for rising directors and senior VPs, and training for junior executives reporting to Wynn's C-suite.

6) Roll out a comprehensive compliance and education program.

Wynn Resorts has revisited and updated its internal employee "code of conduct" and associated training and taken that process a step further by adding specific diversity and inclusion courses. The content and complexity of the courses are tailored by the level of employee: directors and above take an eight-hour course, first-line managers or supervisors take a four-hour course, and line level employees in hospitality, restaurants or retail take a two-hour course.

The curriculum includes unconscious bias awareness, updated anti-sexual harassment and compliance training, and very comprehensive reporting training for management. An outside firm is implementing the program, which is supervised and owned at the senior level of Wynn's internal human resources and legal departments.

7) Rebuild trust with shareholders and foster support for long-term strategies.

As Wynn's leadership team began rolling out internal strategies to bolster trust with employees and consumers, the board participated directly in the most recent proxy outreach season. The goal was to update shareholders on how the company's leadership team is navigating the leadership transition and to generate support for the new long-term strategies the company is implementing to ensure the employee brand is strong.

Board members had face-to-face conversations with several big index funds, including Vanguard, State Street Global Advisors and BlackRock. Along with Wynn's general counsel and CFO, board members also had conversations by phone with institutional shareholder corporate governance and proxy voting groups.

***

Wynn Resorts (Nasdaq: WYNN) is a $16 billion developer and operator of premium resorts and casinos.

Betsy Atkins serves as President and Chief Executive Officer at Baja Corp, a venture capital firm. She is currently on the board of directors of Wynn Resorts, Schneider Electric, Cognizant, and a private company, Volvo Car Corporation, and served on the board of directors of The Nasdaq Stock Market LLC and as CEO and Board Chairman at Clear Standards.

Margaret J. "Dee Dee" Myers has been Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros. Entertainment, a broad-based entertainment company and division of TimeWarner, Inc., since September 2014. She also serves on the board of the National Museum of American History. Myers served as White House Press Secretary under President Bill Clinton during his first term.

Winifred "Wendy" Webb has been Chief Executive Officer of Kestrel Corporate Advisors, an advisory services firm counseling corporate and non-profit organizations on strategic business issues, including growth initiatives, digital marketing, board governance and investor relations, since February 2013. Ms. Webb currently serves on the Boards of ABM Industries (since 2014) and 9 Spokes (since 2015). She also serves as Co-Chair of Women Corporate Directors, Los Angeles/Orange County Chapter.

Publication Date*: 10/4/2018 Mailto Link Identification Number: 1644
Frequently Asked Questions
  Bridging the Confidence Gap in the Leadership Pipeline
Identification Number 1636
Clearhouse
Bridging the Confidence Gap in the Leadership Pipeline
Publication Date: September 12, 2018

Nasdaq's Winning Women series seeks to share the insights of successful business women from inside the boardroom and C-suite.

In the second of our series on Winning Women, Caren Merrick, veteran director and entrepreneur, spoke with fellow veteran board member Candace "Candy" Duncan about the important role confidence plays in getting women to the next rung of the corporate ladder. As a former Managing Partner at KPMG who has gone on to serve on several high-profile public company boards, including FTD Companies, Inc. (Nasdaq: FTD), Discover Financial Services, and Teleflex Incorporated, she has unique insights on how to help build confidence in corporate America's pipeline of emerging female leaders.

During her conversation with Caren, Candy shared key insights gleaned from decades of experience as a corporate leader and mentor.

Gender parity is a business issue, not a "woman's issue." The statistics tell a very vivid story; consider for example the Credit Suisse report that revealed that the top 50% of companies with female CEOs experienced returns on equity that are on average 19% higher. Boards are becoming aware that they will have a more powerful team sitting around the table, and hopefully a more positive impact on the bottom line, as they bring more diversity to the boardroom. Technical skills and professional experience continue to be paramount, but boards also need global, regional, ethnic and gender-based perspectives to ensure companies stay relevant.

There is no lack of women qualified to lead, but I have noticed during my career that women sometimes lack the confidence to step up onto the next rung of their careers. "Confidence is the stuff that forms thoughts into action." That quote is from The Confidence Code, a book about self-assurance written by Katty Kay and Claire Shipman. It's been my experience that action begets confidence—and many women wait too long to seize opportunities that will help them grow professionally.

Those of us who have made it to the C-suite and the boardroom can have a real impact on the confidence factor. While this isn't exclusively a female issue, it is more prevalent in females than in males. Here are three ways we can help nurture a pipeline of women who are confident and action-oriented leaders.

#1   Encourage talented women in your company's pipeline to pursue challenging roles.

Women in the management pipeline need to be given opportunities to take risks, to make mistakes, to fail—which also gives them opportunities to gain confidence. I noticed a number of times during my career that when a male and female candidate were each asked to apply for a promotion that required multiple skillsets, the woman saw that opportunity very differently. She looked at the list of ten skillsets and said, "You know, I'm only really good at eight of these. Give me another six months, give me another year, I'll get the other two mastered." The male looked at the same list and said, "Great, I'm really good at four! No problem, I'll learn the other six on the job."

Oftentimes the female candidate who hesitates just needs a bit of a push. Obviously, someone thought she was ready, or she wouldn't be considered for the position. More than once during my own career at KPMG, I was asked to take on a role and my immediate response was, "I'm not sure I'm ready for that." I was lucky, because the individuals in those instances said, "Think about it, I'll call you back tomorrow." And in in the meantime, they called my immediate supervisor and said, "Get her straight. She needs to do this." Not everybody has that kind of support in their companies.

Managers should be aware of this "readiness=perfection" mindset and how it can make good candidates hesitate to take on challenging roles, so they are prepared to give them a nudge in the right direction.

#2   Sponsor and mentor high potential women.

Sponsors and mentors are important career catalysts for emerging leaders. I personally had different sponsors and mentors along the course of my career, and I've been a mentor and sponsor myself. These aren't necessarily lifelong relationships, as people need different kinds of coaching and sponsorship throughout their careers.

If you've never served as a mentor, consider it. These relationships are so beneficial to companies because they are a two-way street: My mentees have given me insights into team dynamics issues, industry specific knowledge and ways to use emerging technologies. When I was an audit partner, I'd often sit next to the most junior person in the audit room and tell them to teach me two things by the end of the day. It was amazing how my technology skills soared as they taught me shortcuts and ways to leverage new software platforms.

Sponsors and mentors serve different purposes. A sponsor is often a level or two higher than a mentor. A sponsor's role is to push female leaders to their next challenge. As a sponsor, you make pivotal comments when that woman is not in the room, sharing that she is ready for the next responsibility, the next opportunity. You know her well enough to say, "I think Candy would do a great job at this. She's already done A, B, and C, so D, E, F, and G will follow naturally." And you likely do some coaching and help her make connections to get ready for that next position.

A mentor, on the other hand, is closer on the management ladder to their mentees; likely they mentor direct reports or other professionals who work elsewhere in the company or industry at the same level as their direct reports. As a mentor, you talk your mentees through different issues as they grow and stretch into new responsibilities and challenges. You help them navigate those growth opportunities. You are probably one of the first to know when she makes mistake and one of the first to know when she does something really good. You have the ability to coach, guide and provide constant feedback on a real-time basis.

How did I find these people? Sometimes the relationships happened organically, sometimes they came to me for help and sometimes I was supervising individuals who I thought had the potential to go far. I felt responsible for helping them become even better than I was, because the company as a whole wins when we have a really strong team.

#3   Keep a mental list of female colleagues to recommend for board seats.

Women on boards are in an excellent position to help other women be recruited for board service. Women board members are often approached to join additional boards, at times by companies that may not be a good fit for any number of reasons: we may be over-boarded, or the timing isn't right, or there is too much overlap between multiple company board and committee meeting calendars. When these situations come up, it's important to be prepared to put someone else's name forward, someone who is ready for board service but perhaps not yet on the radar.

Twice I've been approached to join new boards at a time when I was already serving on three others. Both times I declined, but quickly made introductions to alternative female candidates who were very talented and had similar audit practice backgrounds and experiences to my own. Both women were ultimately voted onto those boards.

We all know women who are very similar to ourselves. Women executives have deep networks of female colleagues through the workplace, through professional associations, and through our involvement with women's leadership and advocacy groups like Catalyst, National Association of Corporate Directors, Paradigm for Parity, Committee of 200, and Women Corporate Directors. If you don't belong to one of these groups, look into joining one. Women at the top can—and should—facilitate the process of scoping for talent outside of the normal viewing lens and make introductions to the decision-makers who choose board members.

Now is such an exciting time to be a young professional woman in corporate America. Never before has the younger generation had so many skillsets and competencies that older executives and board members need to stay relevant. The emergence of new technologies within critical domains, such as cyber security, risk management and social media, has opened up unprecedented opportunities for talented young professionals (women included) to move up in the corporate ranks quickly, and move into the boardroom as well.

If I could give rising female professionals who aspire to the C-suite and the boardroom one key piece of advice, it would be this: Don't be afraid to speak up, your voice needs to be heard. If more and more women speak up, we are going to find ourselves in a very different place than we were 40 years ago.

Read the first of our Winning Women series featuring Janet Hill here >> 

***

Candace Duncan serves on the board of directors of Discover Financial Services, Teleflex Incorporated and FTD Companies (Nasdaq: FTD). Candy served on the KPMG LLP board of directors from 2009 to 2013, where she chaired the board's nominating committee and partnership and employer of choice committee. She retired from KPMG in November 2013 where she was Managing Partner of the Washington, DC Metropolitan Area since 2009. She is also a member of the National Association of Corporate Directors, International Women's Forum, C200, and Women Corporate Directors.

Caren Merrick is the CEO of Caren Merrick & Co. Previously, she was founder and CEO of Pocket Mentor, a mobile application and digital publishing company that provides leadership development and career advancement. Caren currently serves on the boards of The Gladstone Companies (Nasdaq: GAIN, GLAD, GOOD, LAND) and the Metropolitan Washington Airports Authority. She is also a co-founder and former Executive Vice President of webMethods, Inc., a business-to-business enterprise software solution, which went public on Nasdaq before being acquired.

 

Publication Date*: 9/12/2018 Mailto Link Identification Number: 1636
Frequently Asked Questions
  It's Never Been a Better Time to Open Up the Boardroom: Here's Why
Identification Number 1625
Clearhouse
It's Never Been a Better Time to Open Up the Boardroom: Here's Why
Publication Date: July 24, 2018

Coco Brown is founder and CEO of The Athena Alliance, a non-profit organization dedicated to building the modern boardroom and advancing women in the top ranks of leadership. Alison Davis is co-founder of Fifth Era and an Investor, Board Director and Author.

Time to Open Up The Boardroom

Companies today are surrounded by an unprecedented level of transformation. They're operating in the age of disruptive innovation that we call the Fifth Era - Cloud Computing, IoT, Artificial Intelligence, Robotics, Genetic Editing, Blockchain and much more. Furthermore, they're doing it all in a connected digital global marketplace, where customers expect more, share more and talk more—where public opinion spreads like wildfire. This is the hard reality of doing business in the twenty-first century: it's fast-moving, inherently high-tech, and operates in an unforgiving, digital world.

To overcome these modern challenges, businesses must rely on their boards, the highest level of leadership within an organization, to help the CEO steward long-term competitive advantage and relevance. However, despite these technological advances and radically new ways of doing business, most boards today look like they did decades ago, mostly CEOs and CFOs near or having reached retirement.

As a result, much of the board agenda today is focused on topics that were the same focus of the last few decades - operations, compliance, and risk management as well as too often narrowly defined economic value creation goals established within the context of yesterday's products and businesses - rather than the topics that will drive tomorrow's success. Many boards spend little of their time focused on new and emerging external competitive threats, longer term strategy and building innovation capabilities to succeed in this new era. Irrespective of gender, these backgrounds and areas of focus are too narrow to address the key challenges and opportunities that can quickly undermine or boost a business, including innovation and strategy as it relates to technology, employees, customers and community.

It's time to re-think and open up the boardroom. That means widening the aperture to include career experiences beyond CEO and CFO, and widening the age range to incorporate greater exposure to modern business models and innovation. A board with diverse capabilities and more relevant committees is essential to the strategy and innovation discussions that must be had around the board table in the twenty-first century.

Diverse boards are good for business.

By now we know that diverse boards are a competitive advantage. Harnessing the capabilities, experience and perspectives from across a broad range of leaders solidifies a company's place in the world. Yet, many conversations about boardroom diversity tend to overly focus on women, fixating on a supposed pipeline challenge. The hypothesis is simple: there just aren't enough women CEOs and women financial experts out there to fill board seats.

If the board is to be focused on today's operations, financials, compliance and risks, then perhaps this narrower criteria for participation at the board level might be appropriate. Appointing people that have proven themselves is the board model of the past. But we are not just talking about making smart decisions about today's business models and products and services. Companies must also consider this rapidly changing world of new innovations and possibilities and the new and emerging needs and expectations of the customer, the community, and the environment.

Companies need to define their purpose for existing in the first place, and how they offer meaning to human lives—beyond making a profit. They need a diverse board to achieve this broader view.

In his annual letter to CEOs, Larry Fink, chairman and CEO of BlackRock, called on leaders to define their purpose, and to engage their boards in doing so. He stated: "We also will continue to emphasize the importance of a diverse board. Boards with a diverse mix of genders, ethnicities, career experiences, and ways of thinking have, as a result, a more diverse and aware mindset. They are less likely to succumb to groupthink or miss new threats to a company's business model. And they are better able to identify opportunities that promote long-term growth."

CEOs don't last. Boards do.

While the median tenure for a CEO is just five years, board tenures can far exceed that. Board directors may serve for five years, or as long as 10 or 20 years. Indeed, a company's board leadership is more likely to withstand the highs and lows of a company's trajectory, while CEOs will come and go at a much more rapid pace.

At the same time, boards often state that their "responsibility is to the shareholder," yet boards often support CEOs focused on driving or maximizing short term returns, often to a degree that is unsustainable and can hurt the business longer term. Because many shareholders come and go at a rapid pace (a shareholder holds a stock for an average of just four months in the U.S.), the conversation with the long-term shareholder becomes lost. These shareholders, for example pension funds investing for their ultimate clients' retirement accounts, or parents investing for children's college education, are seeking solid long-term returns. They don't want returns that come with a heavy social and societal cost that will hurt them and future generations. Such shareholders are relying on the board of directors, even more than the CEO, to oversee the long term success and sustainability of the returns.

And so, boards, not just CEOs, must be thinking about a company's future and purpose and meaning for the community.

It's time to widen the aperture.

What if companies today approached board diversity with the aim of crafting a board that is capable of confronting complex threats and embracing (and creating) new and innovative opportunities? Getting more women into board seats is a start. But boards should also evaluate younger board candidates. By looking to roles beyond the CEO and CFO, boards will ensure they are thinking about capabilities and skill sets, not just titles. This may include adding board directors with experience in such areas as talent management, culture transformation, customer experience, digital marketing and more.

When one does open the aperture to these other roles, the gender diversity issue we are trying so hard to address becomes less challenging: women hold 55% of chief human resource officer roles, 35% of chief customer officer roles, and 32% of chief marketing officer roles. Even in the technology realm, women are better represented than they are in CEO or CFO roles (19% of CIOs are women, versus 6% of CEOs and 11% of CFOs).

Finally, consider this: many of the most valuable companies in the world didn't exist 20 years ago. And some businesses that have managed to survive are under scrutiny for reasons one would not have expected ten or 20 years ago. They struggle with issues related to employees, customers, culture, and ethics -- issues not focused on nearly enough in today's boardrooms. If these companies want to be around in another 20 years, they must re-evaluate their board competencies and committees.

It's never been a better time to open up the boardroom.

***

Coco Brown is the founder and CEO of The Athena Alliance. She leads a network of more than 1500 C-Level women, VCs, and CEOs from over 200 companies including Microsoft, Autodesk, Intuit, OpenView Venture Partners, Accenture, Deloitte, and PwC. In just two years, Athena has secured almost 200 board interviews for women, with over fifty boards working with Athena today. Coco has extensive experience in serving as an advisor to c-suite executives and their teams, guiding strategy and execution. Prior to The Athena Alliance, Coco served as President, COO and Board Director of Taos, a prominent in IT Services business serving hundreds of F1000 companies such as Apple, Cisco, eBay, Facebook, and Silicon Valley Bank.


Alison Davis is co-founder of Fifth Era. She is an experienced corporate executive, public company board director, an active investor in growth companies and a best-selling author (Her most recent book "Corporate Innovation in the Fifth Era" profiles the innovation approaches of Amazon.com, Alphabet/Google, Apple, Facebook and Microsoft). She was CFO and Head of Strategy at BGI (Blackrock), Managing Partner at Belvedere Capital, and a strategy consultant at McKinsey and A.T. Kearney. Alison has degrees from Cambridge (MA/BA) and Stanford (MBA). She was born in Sheffield, UK and now lives in the San Francisco Bay Area with her husband, Matthew C. Le Merle, and their five children.


The views and opinions expressed herein are the views and opinions of the author at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice.

Publication Date*: 7/24/2018 Mailto Link Identification Number: 1625
Frequently Asked Questions
  Janet Hill Shares Leadership Lessons from 20 Years in the Boardroom
Identification Number 1524
Clearhouse
Janet Hill Shares Leadership Lessons from 20 Years in the Boardroom
Publication Date: May 10, 2018

Nasdaq's Winning Women series seeks to share the insights of successful business women from inside the boardroom and C-suite.

In the first of our series on Winning Women, Caren Merrick, Nasdaq company director and entrepreneur, spoke with fellow veteran board member and expert on corporate diversity and inclusion Janet Hill. During the interview, Janet shared key insights gleaned from more than two decades of board service on high-profile public company and foundation boards, such as The Carlyle Group (Nasdaq: CG), Esquire Financial Holdings, Inc. (Nasdaq: ESQ), The Wendy's Company (Nasdaq: WEN), and the Kennedy Center for the Performing Arts.

Admit what you don't know.

Dave Thomas, the CEO of Wendy's, was successful in growing his company because he recognized early on what he didn't know. Dave was something of a mentor for me, from the time I joined the Wendy's board in 1993 until his passing in 2002. He started the company with one restaurant and by the time I joined the Wendy's board he had 2,000. Today, Wendy's has nearly 8,000 stores. I'll never forget him mentioning, in a rather offhand way, that when he went from one store to two stores he knew he needed help to manage his business. I admired that; I see it as a show of strength when someone admits they need help or don't know something. Dave was a great leader who surrounded himself with smart people who could help manage the aspects of the business he didn't know.

Boards need to diversify by adding youth and talent deeper into the C-suite.

Technology is evolving geometrically, at warp speed. And every company in the country is concerned about cybersecurity.

You can't have a boardroom full of 60 and 70-year old men and expect they will be as technologically proficient as someone who is 35 or 40. The obvious answer is to bring younger members onto boards, although corporate America has resisted this idea.

Anybody in their 20's or younger was born with a digital gene. Hand a brand-new iPhone to a 10-year-old (like my husband did with our granddaughter) and watch her set it up in minutes and then train the adults around her how to use it.

Of course, we can't put 10-year-olds on the board. But a 35-year-old is on the cusp of the digital age and many have enough significant work experience to be an asset on a board. I don't see this as an experiment: younger members would not just be there to provide a digital edge for the board. Like everyone else, they would be expected to serve on the audit committee, the comp committee, and to have a good understanding of operations.

Another prejudice that hampers boardroom composition is stacking the board with current or former CEOs. Boards have to think beyond the CEOs and COOs in the C-Suite and consider female executives who are in other positions in the C-Suite. For example, bringing on a chief information officer or a senior vice president of information technology, or chief marketing officer. They're not the CEO, but frankly they know more about IT and other topics than the CEO of their company.

Engage men to develop a solution to gender imbalance.

There aren't enough men engaged in the process of bringing women on boards, and I don't believe we should let them off the hook. But we can do a better job of leveraging their existing networks, instead of asking them to work outside of them when recruiting women and minorities.

Male executives traditionally use informal settings to search for new board members: their friends, their country clubs, their golf games, their bankers, their tennis partners. One of the reasons that many white men ultimately suggest white male candidates is because the networks they are reaching out to haven't suggested women or minorities. But that doesn't mean those networks don't know diverse candidates. Men just need to change the question they are asking when they tap their networks.

In my work consulting with companies to improve their diversity and inclusion, I would suggest to CEOs and boards that they go back to their sources and say, "You gave me the best board member when you suggested John Doe. Now, I want you to suggest to me a minority or a woman because you did such a bang-up job on that last referral." And usually, when they went back to their golf buddy or banker or former colleague with that request, they got a good recommendation for a woman or minority.

"Three women on the board" is not a magic threshold for inclusive boardroom dynamics.

I know that Harvard Business Review published study on gender imbalance in the boardroom that concluded there was a clear shift in dynamics when boards have three or more women, but I do not agree with them in this case. I have served on 12 corporate boards; on many of them I was the only woman. On the Board of Dean Foods, I'm one of two women, although I've been on that board since 1999 and during that period there were some years in which I was the only woman. I'm one of two women on the Carlyle Board. I served on the Board of Tambrands when it had 12 board members and six of us were women.

The number of women on the board has never made a difference in how I'm treated—whether I'm the only woman, or one of two, or one of three or more. I've never felt isolated or that my voice was not heard. I don't think a critical mass of three is a magic sweet spot.

And for the record, being "listened to" does not mean that every time I say something in the boardroom, the company follows my direction. Every collaborative and collegial board is going to have disagreements. In fact, the board is advantaged by having different opinions and different approaches on how to achieve success for the company.

That said, I do believe boards need far more women. There are enough women in the pipeline ready and able to serve.

Front line employees are a valuable resource for board members.

Board members should have (or make) the opportunity to meet employees who are on the front lines of customer service. When I served on the board of Sprint, we had a number of call centers around the country. People working in call centers had the first line of contact with our customers. I made a point to visit Sprint call centers wherever I was traveling and meet those folks.

I would usually ask them two questions. One icebreaker question: "What is your favorite football team?" I was a Cowboy fan, so I could tease them about their team if it wasn't the Cowboys. The other question was "What are the most common questions you get from customers?" I found a lot of useful information to take back to the Sprint board by talking to front line employees who had direct contact with Sprint customers.

New board members should ask questions: the answers can be illuminating to the entire board.

Board members can add value from day one, even if they don't yet know all the nuances of the business or the industry, just by asking questions to educate themselves.

I learned this when I joined the board of a tech operation back in 1999 and I was thrown into the audit committee, although I'm not a typical audit committee member. I felt lost at the end of the first audit committee meeting, so I asked the CFO to annotate the financials to help me better understand what kind of accounting principles were used to put together the balance sheet.

With the exception of cash, almost every item on the balance sheet turned out to be an estimate based on certain principles of accounting. When the CFO presented that annotated balance sheet at the second audit committee meeting, the other committee members were shocked to see certain items on the balance sheet were estimates and not a firm fact figure. These were experienced financial professionals; many were former CFOs and one member was the CEO of his own company.

Ultimately, we spent a great deal of time in my second audit committee meeting going over that balance sheet. It turned out to be extremely illustrative for the entire audit committee. And this happened because I was not afraid to say (in front of the rest of the board), "I need an annotated balance sheet in order to better understand how you prepare the materials for this meeting".

Extend the benefit of the doubt to people you don't know.

When I left a very segregated New Orleans in 1965 to attend college at Wellesley I had never met anyone white until I walked on the campus. When I called home expressing doubt that Wellesley was the right place for me, my mother gave me very important and prescient advice: "Extend the benefit of the doubt to people you don't know." Her advice changed my life (I stayed at Wellesley) and as it turns out the advice endures. It certainly can be used in the context of on boarding new directors in the boardroom, especially if an all-male, all-white board is welcoming their first minority or female director. Both sides should extend the benefit of the doubt.

In terms of recruiting new members, we can give the benefit of the doubt by not using the word "qualified" as a qualifier when vetting women and minority candidates. Let's stop saying "We could use a few qualified women on this board." I personally never use this word. No one ever says, "We could use a few qualified white males." There's an assumption that if the candidate is a white male he's qualified.

As chair of the governance committee on the Dean Foods board, it's an insult to me to suggest that I would damage the company by bringing an unqualified person, including an unqualified white male, onto the board. Every time I say women, it goes without saying I mean women who are qualified.


***

Janet Hill has served as Principal at Hill Family Advisors since 2008, where she oversees her family's assets and investments. She is currently a director of The Carlyle Group (Nasdaq: CG), Dean Foods, Inc., Echo360, Inc., Esquire Financial Holdings, Inc. (Nasdaq: ESQ) , and Green4U Technologies, Inc. Ms. Hill previously served on the boards of Houghton Mifflin Company; Sprint Nextel Corporation; Tambrands, Inc.; and The Wendy's Company, Inc. (Nasdaq: WEN). She also serves on the Board of Trustees at Duke University, the John F. Kennedy Center for the Performing Arts, the Knight Commission on Intercollegiate Athletics, and the Wolf Trap Foundation.

Caren Merrick is the CEO of Caren Merrick & Co. Previously, she was founder and CEO of Pocket Mentor, a mobile application and digital publishing company that provides leadership development and career advancement. Caren currently serves on the boards of The Gladstone Companies (Nasdaq: GAIN, GLAD, GOOD, LAND) and the Metropolitan Washington Airports Authority. She is also a co-founder and former Executive Vice President of webMethods, Inc., a business-to-business enterprise software solution, which went public on Nasdaq before being acquired.

Publication Date*: 5/10/2018 Mailto Link Identification Number: 1524
Frequently Asked Questions
  5 Barriers to Gender Parity in the Boardroom
Identification Number 1493
Clearhouse
5 Barriers to Gender Parity in the Boardroom
Publication Date: February 14, 2018

Despite calls to action from a swelling number of advocacy groups and the investment community, women remain drastically underrepresented in the boardrooms of Corporate America.

A Business Journals study published last month found that men outnumbered women by a six-to-one ratio in the boardrooms of the 3,000 publicly traded companies included in the study. That ratio increases significantly for companies with market caps under $1 billion.

In honor of International Women's Day in March, Nasdaq's Governance Clearinghouse is publishing a series of articles that will explore practical solutions to closing the gender gap in public company boardrooms. To kick off this series, we've invited Coco Brown of The Athena Alliance to share her perspective on the top barriers women face when breaking through the boardroom ceiling.

We want our readers to join this important conversation: What ideas or approaches do you believe would improve gender diversity in the boardroom? Send your ideas to governancenews@nasdaq.com no later than February 28th. We will compile the most compelling ideas and publish them on International Women's Day in March.

The Athena Alliance has a unique boots-on-the-ground role in moving the needle towards gender parity in the boardroom. Because we serve on the front lines of this initiative, we have a close-up perspective of the obstacles women face as they seek seats at the table. A lack of motivation and absence of a cohesive effort on the part of corporate America are still formidable obstacles to resolving this issue, but some of the barriers women face are self-inflicted—and it's important to shed light on that side of the equation as well.

Here are the five key barriers that we believe are obstructing progress towards gender parity in the boardroom:

1. Traditional board configurations severely limit the pool of qualified female candidates.

This issue is resolving itself organically, but slowly. As the fiduciary mandate of boards has expanded to include oversight of forward-looking risks and opportunities, boards are beginning to view themselves through an investor lens to self-assess for collusion, insular thinking, and lack of relevant skillsets. A traditional board configuration of sitting and former CEOs and CFOs can leave a board with critical skill gaps.

There are relatively few female CEOs to choose from when recruiting board members, which has contributed to the perception that the female executive talent pool is shallow. However, as boards begin to cast wider nets in search of relevant, modern skillsets, they open up seats to a deep well of qualified female candidates. There are many women with tested leadership experience in disciplines that modern boards need, such as engineering, digital technology, cyber risk management, supply chain management, operations, marketing, organizational structure and people.

2. There is no champion galvanizing the majority to resolve this issue.

As boards seek to broaden their skillsets, they could potentially accelerate progress towards gender parity by creating new opportunities for women to make meaningful contributions in the boardroom. While promising, this trend alone is not enough—women must have genuine access to these opportunities at a proportional rate to men, and men have to want to bring them in.

It's very difficult to create balance from imbalance without buy-in and intentional action from the majority in power. Men occupy 80-100% of decision-making seats on the average board, and therefore are in the best position to move the needle. Yet many men do not see a problem with gender imbalance, and/or do not believe there are enough qualified women to fill board seats.

Boardrooms began to diversify rapidly in the U.K. when Lord Davies championed the cause. An iconic male business leader in the U.S., who has the clout and charisma to coalesce efforts of the investment community and advocacy groups, could build powerful momentum towards moving the needle.

3. Boards aren't accessing diverse networks in their recruitment process.

Most boards rely heavily on their own networks to fill a candidate slate, just as professionals leverage their networks to find new job opportunities for themselves or fill jobs within their own organizations. The average profile of a board director is a 63-year-old white male. 60-year-old white men are mostly surrounded by other 60-year-old white men (and younger men who remind them of themselves). Women do this too, and so do people of different ethnicities and backgrounds. The problem isn't the method—it's access to diversity.

Progress hinges on opening up and expanding isolated and insular professional networks. In the absence of an iconic male business leader who can galvanize a movement to increase diversity in the boardroom, we need to create an organic groundswell by exposing influential men to networks of board-ready women.

While there are a growing number of databases cataloguing executive "board ready" women, these are not going to move the needle appreciably. Databases are essentially a collection of digital resumes. I personally have not obtained a job through a resume since I was 23 (and I'm not sure I did even then). It's all about networks. To be useful, static databases should be brought to life through face-to-face interactions.

Zack Rosen, CEO of Pantheon, recently attended an Athena Alliance event, one of only seven men who showed up out of 100 male executives invited. Zack emailed me the next day, stating that our event was "hands-down the best event I have attended all year." Why? Because although he showed up to show solidarity with our organization, he wound up leaving with unexpectedly valuable business contacts. "I never make that number of high-impact connections at one event. All of the women I interacted with were rare talents," Zack shared.

Zack was introduced to me through one of his investors, OpenView Venture Partners. Their senior managing partner, Scott Maxwell, also saw this sort of power in the Athena Alliance community and sent three CEOs from other companies in OpenView's portfolio to Athena's Seattle launch, who were in turn equally impressed and pleasantly surprised by how easy it can be to diversify their own top tier network in meaningful ways when motivated to move beyond the usual events and circles. These grassroots "guy-talking-to-the-guys" testimonials are an authentic and very effective means of bringing talented women into powerful male networks.

4. Women aren't always visible, or aren't visible in the right ways.

Women professionals limit their visibility in two ways: spending too much time in circles of women, and failing to realize their own worth.

Working women have long relied on the support of women's conferences, women's affinity groups, and women's business groups. By gravitating to gender-specific organizations, women are guilty of exactly what we accuse men of doing—limiting our networks to people who are like us. Women should instead build networks that include and leverage powerful men.

A side effect of underrepresented groups is too few role models. When women perceive that only the Sheryl Sandbergs and Meg Whitmans are qualified for board service, they incorrectly assume that they aren't yet at the right stratosphere to make themselves visible. It always shocks me (yet it happens often) when we invite a highly-qualified woman to join Athena Alliance and discover she has no idea she is of value to a corporate board.

Women who do land on a slate of candidates need to elevate their representation of what they bring to the boardroom. When we coach Athena Alliance members for board interviews, we instruct them to take off their business operator hats and instead think holistically about their careers, experiences, and touch points to industry. We ask them to consider what they can bring from that perspective to boardroom conversations about global business risks and opportunities, emerging threats, and disruptive technology developments. If a candidate focuses too much of her interview on how she executes her day-to-day operating role, the board may underestimate her ability to function at a higher stewardship level.

5. Women aren't always qualified in the right ways.

As women take a long view of the career roles and experiences that will enhance their value to public company boards, they need to understand that boards always use open seats to think about going from "here" to "there." Boards recruit candidates who are where they are heading, not where they are or where they've been. They also seek candidates with a strong degree of currency and connection to the markets and industries their companies operate in.

Given that parameter, there are several factors that can eliminate a woman for board service:
  • She has been out of the C-suite for five or more years, so is perceived as lacking current relevance and an innovative edge.

  • She has been a consultant for more than five years (unless she is a partner at a large leading global consultancy or is broadly recognized as an authority in her discipline).

  • She has served as a top executive for only smaller cap companies that generate less than $300M in revenue.

That said, there are many women who are not on the SEC filings of public companies who should be considered qualified for board service. These women represent the top 10% of their company's leadership and have had certain professional experiences that make them valuable in the boardroom, including:

  • She has significantly scaled a company in size, serving as part of an early or founding executive team that took a company public or through a significant acquisition.

  • She is part of a senior leadership team that grew a company from a small-cap to a mid- or large-cap.

  • She holds a large domain of responsibility, serving as CxO or VP of a large function or business line within a company of significant size and stature.

  • She holds a high-demand leadership role, such as CMO, CTO, Chief Product Officer, COO, or CIO in a company of $300M in revenue or greater in size.

It also helps to have served on notable non-profit boards, as they are governed like public company boards and are a great proving ground for board leadership.

Please join this important solution-oriented conversation and share your perspective on how to close the boardroom gender gap. Send your ideas to governancenews@nasdaq.com no later than February 28th. We will compile the most compelling ideas and publish them on International Women's Day in March.

***

Coco Brown is founder and CEO of The Athena Alliance, an organization dedicated to advancing diversity in the boardroom by preparing executive women for board service and facilitating board matches. Before founding the Athena Alliance, Brown served as the president and chief operating officer of Taos, an information technology consulting and services company based in San Jose, California.


The views and opinions expressed herein are the views and opinions of the author at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice.

Publication Date*: 2/14/2018 Mailto Link Identification Number: 1493
Frequently Asked Questions
  Share Your Ideas to Overcome the Boardroom Gender Parity Gap
Identification Number 1492
Clearhouse
Share Your Ideas to Overcome the Boardroom Gender Parity Gap
Publication Date: February 1, 2018

In honor of International Women's Day on March 8, the Nasdaq Governance Clearinghouse is planning a series of articles focused on solutions to the boardroom gender gap. To get us started, we spoke with Coco Brown, the founder and CEO of Athena Alliance, an organization dedicated to advancing diversity in the boardroom by preparing executive women for board service and facilitating board matches. Brown shared five barriers to gender parity in the boardroom that she has observed in her work with Athena Alliance:

1.   Traditional board configurations that consist of sitting and former CEOs/CFOs severely limit the pool of qualified female candidates, as well as contribute to a lingering misperception that the executive female talent pool is shallow.
2.   The power majority is not motivated to resolve the boardroom gender gap issue. Many men don't see a problem with gender imbalance, and men occupy 80-100% of decision-making seats on most boards.
3.   Boards aren't accessing diverse networks in the recruitment process; many boards that genuinely want to balance gender representation don't have the tools and resources to do so.
4.   Women executives aren't always visible or aren't visible in the RIGHT ways.
5.   Women executives aren't always qualified in the right ways.

We encourage you to join this very important solution-oriented conversation by sending your best and most creative ideas for overcoming these barriers to governancenews@nasdaq.com no later than February 28. If you wish to offer an idea anonymously, we will not share your identity if your submission is published. We will compile the most compelling responses and publish them on International Women's Day.
Publication Date*: 2/1/2018 Mailto Link Identification Number: 1492
Frequently Asked Questions
  Digital Transformation Catalyzes Diversity in Nasdaq Company Boardrooms
Identification Number 1454
Clearhouse
Digital Transformation Catalyzes Diversity in Nasdaq Company Boardrooms
Publication Date: November 16, 2017 

"Every company is now a technology company, and boards increasingly require a new kind of director," says Coco Brown, founder and CEO of The Athena Alliance, an organization dedicated to preparing executive women for board service and facilitating board matches. A veteran of the Silicon Valley tech industry, Ms. Brown talked to Nasdaq about how digital transformation is disrupting traditional board composition and creating new opportunities for women to make meaningful contributions in the boardroom.


Despite increased pressure from investors, gender diversity on boards is improving at a glacial pace of just 1% per year. Why? Because boards are still accustomed to—and most comfortable with—appointing former and current CEOs and CFOs of large enterprises, and women comprise a very small percentage of those roles.

There is, however, an intriguing exception to the male majority in the boardroom: the gender composition of non-executive digital directors. Russell Reynolds has been tracking statistics on digital directors in the boardroom since 2013. Their most recent survey tracking digital directors appointed to the boards of the Global 300 uncovered encouraging trends:

  • 37% of Global 300 digital directors are women.
  • 58% of digital directors added to Global 300 boards between 2014-2016 were women.
  • Global 300 boards with a digital director have greater gender parity than traditional boards.
The advent of digital directors heralds a larger evolution taking place in the boardroom. Companies today face a wide range of threats and opportunities related to digital transformation, most of which didn't exist 10 years ago. These include cyber risk, technology innovations (including AI and machine learning), business model shifts, digital marketing, and brand management. The rapid pace of change has left traditional boards lacking in two fundamental areas:

Cognitive and relational diversity: Cognitive refers to diversity of thought, while relational diversity is the ability to relate to a company's constituents directly (customers, employees, and communities).

Modern digital competence on a mass scale: Any company that expects to be around 5-10 years from now will need to digitize supply chains, sales engines, business processes, and customer and employee engagement, if it hasn't already.

Savvy boards recognize that to stay competitive, they must address these deficits, and continuing to recruit board members from the ranks of former CEOs and CFOs is not the answer. It is becoming increasingly common for boards to "widen the aperture" beyond traditional executive roles to recruit non-executive directors who have engineering, technology, operations, human resources, and marketing backgrounds. As a result, a whole new generation of thought leaders is beginning to take seats at boardroom tables:

  • Human Resources Officers (CHRO, CPO): These are a company's workforce and culture experts and are under-represented in the boardroom. They also advise on compensation, succession planning, stock programs, and employee and community relations.

  • Digital Technology Officers (CIO, CISO, CTO, Chief Product Officer, Cyber Security): These experts are attuned to some of the biggest technology-related threats, challenges and opportunities of the next 3 - 5 years.

  • Digital Delivery & Operations Officers (Head of Business Strategy, CMO, COO, Chief Customer Officer, Chief Revenue Officer): These roles have a pulse on the industry, shifting business environments, and evolving business models; they also have connections that can make a big difference.
Recent data indicates that recruiting outside of the CEO/CFO realm and into other C-Suite roles in small to mid-cap companies, or even SVP/VP roles of mid to large cap companies may accelerate progress towards gender parity in the boardroom: Russell Reynolds reported that while the total number of female directors of Global 300 companies stands at just 19%, women represented 26% of all digital directors appointed to Global 300 company boards between 2014-2016.

A number of Nasdaq companies have recently "widened the aperture" in board refreshment, appointing women to help lead their digital transformation in the boardroom, including:

Axon Enterprise, Inc. (Nasdaq: AAXN): Julie Cullivan is CIO and Senior Vice President of Business Operations at ForeScout Technologies, Inc. (Nasdaq: FSCT). Axon can leverage Julie's extensive sales operations, IT, and cybersecurity expertise as the company transforms its product line through AI and cloud technologies.

Banner Corporation (Nasdaq: BANR): Merline Saintil is the head of operations of Intuit's (Nasdaq: INTU) product and technology group. Banner recruited Merline to bring information technology expertise to the financial company's board.

Forrester Research, Inc. (Nasdaq: FORR): Yvonne Wassenaar, former CIO of New Relic and current CEO of Airware, is described by Forrester as "a thought leader in cloud, big data analytics, and business digitization." Forrester tapped Yvonne for the board to help guide the company as it undergoes the digital transformation of its business.

MobileIron, Inc. (Nasdaq: MOBL): Jessica Denecour is CIO of Varian Medical Systems. MobileIron believes its shareholders will benefit from Jessica's expertise in using IT to positively influence business outcomes.

Morningstar, Inc. (Nasdaq: MORN): Caroline Tsay is a technology start-up founder and former online channel division vice president at Hewlett Packard Enterprise. Morningstar's investment services have moved from analog to digital technologies, and Caroline has the mix of leadership experience and information technology expertise that Morningstar's board needed.

Telenav, Inc. (Nasdaq: TNAV): Karen Francis DeGolia is on the board of AutoNation, the largest automotive retailer in the U.S., and Executive Chairman of AcademixDirect, a technology marketing company serving the education industry. She joined the board of Telenav last December and was recently named Lead Director, adding her extensive experience in the automotive industry and emerging mobility technologies to Telenav's board.

Another unexpected statistic came from the Russell Reynolds survey mentioned earlier: 78% of the Global 300 still has no digital representation on the board. As companies continue to awaken to the realization that they need digital innovation expertise and diversity of thought on the board, women will find opportunities in greater numbers to demonstrate value and relevancy in the boardroom.

***

Coco Brown is founder and CEO of the Athena Alliance, an organization dedicated to advancing diversity in the boardroom by preparing executive women for board service and facilitating board matches. Before founding the Athena Alliance, Brown served as the president and chief operating officer of Taos, an information technology consulting and services company based in San Jose, California. She is also the founder and CEO of Executive Kinections, a Silicon Valley consultancy that advises executive teams in strategic planning and organizational design.

Publication Date*: 11/16/2017 Mailto Link Identification Number: 1454
Frequently Asked Questions
  Nasdaq-Listed Companies Moving the Needle on Diversity in the Boardroom
Identification Number 1421
Clearhouse
Nasdaq-Listed Companies Moving the Needle on Diversity in the Boardroom
Publication Date: September 6, 2017 

The discussion on gender parity in the boardroom is evolving beyond equality as gender diversity is increasingly correlated with higher profitability—and Wall Street is taking notice. As Janice Ellig notes in her recent article "Fearless Girl—SHE is the future and the future is NOW," a number of index funds have launched that focus on corporations with gender diverse C-suites and boardrooms. These include State Street Global Advisors Gender Diversity Index ETF, Barclays Women in Leadership Total Return Index and Bloomberg's Gender-Equality Equity Index. These funds may offer further tangible evidence that companies with diverse boards outperform their peers.

Despite correlations between gender diversity and profitability, studies such as those commissioned by Equilar, Deloitte and McKinsey continue to indicate that gender diversity in the boardroom is improving only incrementally. Some institutional investors are losing patience with the slow progress and plan to use their proxy vote to spur corrective action: State Street Global Advisors (SSGA) and BlackRock both recently announced they are prepared to vote against directors of boards composed solely of men. While proxy advisory firms Glass Lewis and ISS don't currently make gender diversity a determining factor in voting recommendations, there are signs these firms may soon follow the lead of SSGA and BlackRock. ISS' annual Governance Principals Survey—which can foreshadow upcoming changes to voting polices—includes a question this year about gender diversity on boards and whether organizations should vote against directors of public company boards with no female representation.

We began tracking gender diversity statistics of Nasdaq-listed company boards last year to gauge their progress against the datasets included in the studies mentioned above, as smaller, newer corporations are often not included in studies. We continue to find evidence that there are many Nasdaq-listed companies moving the needle towards gender parity in the boardroom. In fact, Nasdaq currently boasts 46 companies with boards that are at least 40% female. These companies represent many different sectors of the market and a wide range of market capitalizations. By shifting the spotlight towards these companies instead of overall statistics, we can begin to fully appreciate the progress that Nasdaq companies have made.

Many other Nasdaq companies made progress toward gender parity over the past year, including 24 companies that improved boardroom gender diversity by at least 20%, and 33 Nasdaq companies added two or more new women to their boards. In fact, Nasdaq added two women to its own board in 2017, which now includes three women out of nine members.

diversity stats

Overall, smaller and newer publicly-traded companies continue to have less diverse boards than larger, more established companies. However, not all companies follow this trend: Mersana Therapeutics, Inc. (Nasdaq: MRSN), a $350 million biopharmaceutical company that started trading on Nasdaq less than two months ago, is a shining outlier with four women sitting on a six-seat board.

When considering progress in board diversity, it is also important to remember that gender diversity is not the only type of diversity. While gender is one of the easier categories to measure, diversity in ethnicity, age, background and geography are also critical when viewing board diversity from a holistic perspective. State Auto Financial Corporation (Nasdaq: STFC) does a great job of stressing both the gender and ethnic diversity of its board. State Auto Financial used their most recent proxy statement to celebrate a ten person board comprised of 50% female or ethnically diverse members, three women and two African Americans.

Age diversity in the boardroom is also important and although we hear less about it, diversity in any form can positively change the dynamics in the boardroom. While our data showed that the average age of a board member is 58.5 years and has not moved much in the past year, there are companies that boast age diverse boards, such as Famous Dave's of America, Inc. (Nasdaq: DAVE), with six out of eight board members under the age of 50, and TripAdvisor, Inc. (Nasdaq: TRIP), with 50% of board members under the age of 50.

Progress does not stop with adding one or two women to a corporate board. "The business case for gender parity has been made, and further progress toward that goal is going to depend on tone at the top," said Ellig. "The CEO, the board chair, and the nominating/governance chair at a company have to be intentional about adding women to boards, and intentional about opening the pool of candidates beyond the usual names and beyond the CEO position to find highly qualified women for board seats."

To recognize public companies that are leading the way in reaching gender parity, in November, Ellig and The Women's Forum of New York will hold their fourth biennial Breakfast of Corporate Champions, saluting F1000 and S&P 500 companies that have reached the 25%, 30%, and 40% mark and those that have already reached gender parity on their boards.

***

Read Fearless Girl—SHE is the Future and the Future is NOW >>

Watch Janice Ellig's CNBC interview discussing how companies can promote gender equality in the workplace and in the boardroom >>

Publication Date*: 9/6/2017 Mailto Link Identification Number: 1421
Frequently Asked Questions
  Board Members Must Open the Aperture Wider to Break the Silicon Ceiling by Betsy Atkins
Identification Number 1403
Clearhouse
Board Members Must Open the Aperture Wider to Break the Silicon Ceiling by Betsy Atkins
Publication Date: July 20, 2017

Betsy Atkins, President and Chief Executive Officer at venture capital firm Baja Corp, is a veteran of 23 boards and 13 IPOs.

Changing any corporate culture is a challenge, but I've found bringing diversity to the tech industry is even trickier. Fast-growth "unicorn" companies can quickly outgrow their founding venture-based startup corporate governance and find themselves facing crises with too few adults in the boardroom.

Many reports assert women in technology industries still push against a silicon ceiling when it comes to career advancement and cultural issues. Research from the Society of Women Engineers found that 20% of today's engineering school graduates are women, yet just 11% continue working in the field. Women in IT leadership roles (such as chief information officers or technology vice presidents) are just 9% of the total, according to a recent survey from Harvey Nash and KPMG.

Today's board members should open the aperture wider in terms of their role. The days of a board's role being pure financial oversight was last millennium. This millennium, board members are expected to be an asset as well as an accelerant for the business. In my own experience, I've seen technology companies nurture diverse, inclusive cultures starting with a few one-on-one approaches from the boardroom.

Build internal career networks

At Volvo Car AB, where I serve on the board, we've launched a program where I regularly meet with senior and mid-level women executives on personal career development. We work with these women execs to build on their strengths, clarify their career aspirations, and offer advice on advancement. This is a new program, but it is already proving a success in energizing and motivating the paths of these current and future female leaders.

Group mentoring also harnesses networks and creates supportive environments where women managers and executives can brainstorm effective ways to promote diversity in the organization. According to a recent Harvard Business Review article about changing corporate culture, safe havens nurture cultural ecosystems that model what the organization can become in the future, while networks create coalitions that catalyze change.

Make mentoring personal

On the board of Schneider Electric, I make it a point to directly mentor one-on-one a number of women on the company's senior leadership team. I teach them to advocate for themselves, identify executives within their company who they can network with, build rapport with as their mentors and nurture those relationships into sponsorships.

Women in management may find it helpful to have someone in the boardroom take a personal interest in their career strategy and development. For example, at Uber, new board member Ariana Huffington is in an ideal position to put her mentoring and career savvy to work in helping rising women execs rebuild that company.

One key to a successful mentoring program is a regular ongoing coaching and support. In my experience, a good mentor/mentee match also requires synergy: a strong personal chemistry and an alignment of professional disciplines. I'm a passionate advocate of digital transformation and customer-centric processes, so I tend to mentor women executives who have roles and expertise in line with those disciplines.

Board members don't have to wait for CEOs to ask for mentoring of female executives. When I spot high potential women managers within the companies of the boards I sit on, I approach our CEOs and offer to help these women reach the next level in their leadership potential.

Go beyond mentoring to sponsorship

There is a big difference between mentoring—which is periodic advising and coaching—and sponsoring. Sponsors take a far more active role in helping individuals reach the next rungs in their careers. Women who are already senior managers or board members can kick mentoring up a notch by "sponsoring" women with high potential through career coaching, facilitating introductions to other executives and identifying and importantly, recommending them for new opportunities that will accelerate their careers.

Set a goal

According to the Harvey Nash/KPMG survey mentioned above, only 28% of small-cap companies have a formal diversity initiative in place, versus 72% of large-cap companies. For newer, smaller tech companies that are in hyper-growth survival mode, it's unlikely management will organically implement tactics that foster diversity of management. Hope is not a strategy.

If a company really wants to drive cultural change, a prescriptive diversity goal could be considered. That goal can be defined based on the values of the company, and may include gender diversity, ethnic diversity, age diversity, global diversity, etc.

Highly qualified female candidates ARE out there. I was the only woman on the board of HD Supply when I joined, and just three years later 23% of the board is female. I also sit on the board at Schneider Electric, where we set a goal of 40% gender parity on the board. Today Schneider Electric's board is composed of 38% women, so we have nearly achieved that goal in just 7 years. The Volvo board I sit on has 23% women. These companies all operate in industries traditionally thought of as "male-dominated," yet we were able to recruit highly qualified female board members without compromising one wit on the experience, talent and skillsets we were looking for.

Recognize when women make a difference

When I served as chair of the board's compensation committee at tech firm Polycom, we were active in the annual recognition event for sales staff. I noted that women were leaders in sales, making up less than 10% of the sales force yet 34% of our "President's Circle" top sales performers. Making an added effort to celebrate (and promote) this talent is crucial in sending the message that sales is not just a "guy thing" in the company.

The talents of women are a strategic asset to companies, and there is a growing body of research proving that firms who nurture and empower their gender diversity gain in revenues and stock performance. In any company, balance sheet results are always found downstream from company culture. When it comes to reshaping that culture to be welcoming to women, the boardroom is the ideal place to start.

***

Betsy Atkins serves as President and Chief Executive Officer at Baja Corp, a venture capital firm and is currently the Lead Director and Governance Chair at HD Supply. She is also on the board of directors of Schneider Electric, Cognizant and Volvo Car Corporation and served on the board of directors at Nasdaq LLC and at Clear Standards as CEO and Chairman.

 

The views and opinions expressed herein are the views and opinions of the author at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular company, industry or security mentioned herein and nothing contained herein should be construed as legal or investment advice.

Publication Date*: 7/20/2017 Mailto Link Identification Number: 1403
Frequently Asked Questions
  Vell Report Encourages More Board Diversity in Small Tech Firms
Identification Number 1373
Vell Report Encourages More Board Diversity in Small Tech Firms
Publication Date: May 12, 2017

A new report conducted by Vell Executive Search took an inside look at how companies can improve diversity within the board room. The report, titled “Women Board Members in Tech Companies: Strategies for Building High Performing Diverse Boards,” examined 581 large public technology companies in the U.S. and Canada, and found that while many of these firms are embracing women on boards, there is still room for improvement, especially among smaller companies. The report found that while the technology industry has made strides in large firms, focus is needed on the entire sector, beyond those large companies, in order to gain balance on boards. Recommendations to help achieve diversity include extending succession planning timelines, providing internal training in governance matters, and assisting smaller companies to find diverse board members.

Read the Vell Executive Search Report>>
Publication Date*: 5/12/2017 Mailto Link Identification Number: 1373
Frequently Asked Questions
  10 Nasdaq Companies in the Russell 3000 Reach Gender Parity in the Boardroom
Identification Number 1366
10 Nasdaq Companies in the Russell 3000 Reach Gender Parity in the Boardroom
Publication Date: May 3, 2017

The latest Equilar Gender Diversity Index, a quarterly study of female directors in the Russell 3000, found that 10 Nasdaq companies have reached gender parity in the boardroom: Ascena Retail Group, Avid Technology, Connecticut Water, Heska Corporation, Hologic, HSN, Navient, Select Comfort, Trevena, and Viacom. The report also showed signs of progress in addressing gender diversity, including the fact that 25% of new board members in the first quarter of 2017 were female.

Read the Equilar Report >>

Read Nasdaq’s interview with the CEO of Connecticut Water about the role board diversity plays in strengthening corporate governance and improving company performance >>
Publication Date*: 5/3/2017 Mailto Link Identification Number: 1366
Frequently Asked Questions
  Women in Fortune 500 Board Rooms
Identification Number 1350
Women in Fortune 500 Board Rooms
Publication Date: April 10, 2017

Women represent roughly 20% of board members in Fortune 500 companies, compared to just 11.2 percent in the late 1990’s. While this increase has been positive, a recent Bloomberg article asked what kind of roles and responsibilities women are now getting on board committees? The article suggests several possibilities for why women have been underrepresented as chairs of major committees, including that certain committees with a high percentage of woman chairs may become more important over time and women may chair committees that focus on areas where their skill sets better fit. The article notes that in major decision-making committees, diversity of knowledge, skill, and demographics may translate into more favorable outcomes. While it is unclear exactly why women are still underrepresented in board rooms, the article reminds readers that less diverse firms have been noted to have more governance-related controversies.

Read more from Bloomberg >>
Publication Date*: 4/10/2017 Mailto Link Identification Number: 1350
Frequently Asked Questions
  It’s Time for Companies to Improve Board Diversity Disclosure
Identification Number 1304
It’s Time for Companies to Improve Board Diversity Disclosure
Publication Date: January 12, 2017

In this post on the National Association of Corporate Directors’ Board Leader’s Blog, Nasdaq highlights its research, which indicates that many companies have a compelling story to tell about their board composition and diversity of age, gender, race, and skill sets. As companies prepare for the upcoming proxy season, Nasdaq encourages them to consider some simple disclosure enhancements that will increase the transparency around their diversity, including disclosing not only a board member’s gender and age, but also their ethnicity, skills, and experience.

Read More >>
Publication Date*: 1/12/2017 Mailto Link Identification Number: 1304
Frequently Asked Questions
  Gender Equality in the C-Suite and Boardroom: A Report from the Nordics
Identification Number 1219
Clearhouse
Gender Equality in the C-Suite and Boardroom: A Report from the Nordics
Publication Date: May 18, 2016

Last week the Nasdaq Stockholm exchange hosted a knowledge summit on the dynamics of gender and inclusion in the workplace, specifically at the topmost level of the organizational chart. The all-day program, titled Gender Equality in the C-Suite and Boardroom: Navigating Institutional Investor Demand and Business Capability, attracted nearly 100 attendees. Participants came from large Swedish pension funds and smaller sustainability investment firms; from board members and the search firms that fill board seats; and from the business, research, and academic communities.

The event posited a provocative question: What will it take to achieve 50-50 parity? Most companies (in the Nordics and elsewhere) start with a 50-50 gender mix in entry level positions. But the statistics reveal startling drop-offs soon thereafter. Female participation in middle and senior management roles is disproportionately low—and these trends are not adequately explained by the life and family choices that many professional women feel compelled to make. If one looks at the C-suite and boardrooms, the trend is even more disconcerting—and more global.

Lauri Rosendahl, president of Nasdaq Nordics, led the event with a stirring keynote that laid out the issue for businesses:

Nasdaq believes in a fair, transparent, and accessible market, so we also support businesses and cultures that aspire to the same standards. There have been many studies that illustrate the real and lasting bottom-line value of a gender-diverse workplace. Gender diversity often produces gains in productivity, talent recruitment and retention, and sourcing innovation. And this trend exists at all levels of the organization, including senior management and boards.
Other addresses followed, each attempting (in its own way) to explain why the numbers are so disproportional and point towards a potential solution.
  • Romanian Secretary of State Sorana Baciu talked about her own rise through the government ranks and the curious importance of social outrage—in her case over a tragic fire in a poorly regulated music venue—to drive public engagement and government intervention.
  • Sarah McPhee talked about her tenure as the CEO of Storebrand, a large and very traditional financial services company based in Norway. Despite leading the company, McPhee still encountered patches of outright discrimination. She stated her belief that quotas are a useful tool to bring short-term parity, but perhaps not the best methodology over the long-term. Norway itself has a 40% male-female diversity quota requirement for public company board participation.
  • RobecoSAM CEO Michael Baldinger touted his new gender equality impact equities fund, which provides investors with “exposure to a concentrated, high conviction portfolio of global companies that are leaders in promoting gender diversity and equality.” This strategy directly addresses societal inequity, but success is measured against the balance of the MSCI World Index.
  • Mats Andersson, CEO of the Fourth Swedish National Pension Fund (AP4), recalled a career full of provocation and engagement: from orchestrating decarbonization efforts and emissions disclosure to expanding the fund managers’ definition of fiduciary duty.
Turning towards the gender dynamics in the US, North Carolina state treasurer Janet Cowell discussed navigating the tension between directing long-term investment dollars ($90B and counting) towards long-term-worthy companies without taking a stand on the values that those companies may espouse. It is difficult, she conceded, to focus on “long-termism” without explicitly targeting diversity, environmental, or even governance performance.

Other panel discussions focused on specific research—such as the recent Gender Folklore in the Workplace paper from State Street—and specific tactics, including recruitment and retention, mentorship and training, and monitoring and addressing unconscious bias.

The final word was delivered by Anders Thorendal, chief investment officer from the Church of Sweden, stating that investors need not choose between sustainable practices, such as diversity mandates, and competitive returns. In fact, Thorendahl argued, diversity outperformance creates market outperformance.

Attendees and organizers gather by the Stockholm market bell just outside the auditorium

Attendees and organizers gather by the Stockholm market bell just outside the auditorium

***
The information contained above is provided for informational and educational purposes only, and nothing contained herein should be construed as investment advice, either on behalf of a particular security or an overall investment strategy. Neither Nasdaq nor any of its affiliates makes any recommendation to buy or sell any security or any representation about the financial condition of any company. Statements regarding sector performance and specific companies are not guarantees of future performance. Actual results may differ materially from those expressed or implied. Past performance is not indicative of future results. Investors should undertake their own due diligence and carefully evaluate companies before investing. ADVICE FROM A SECURITIES PROFESSIONAL IS STRONGLY ADVISED.
Publication Date*: 5/18/2016 Mailto Link Identification Number: 1219
Frequently Asked Questions
  Leaning In to Diversity through Board Refreshment
Identification Number 1160
Clearhouse
Leaning In to Diversity through Board Refreshment
Publication Date: April 20, 2016

This article is third in a series tackling the challenges and payoffs of improving board diversity.
 
Board refreshment has fallen squarely into the crosshairs of virtually every stakeholder in corporate governance, from investors to regulators to board members themselves. Concerns range from board tenure to over-boarding to intellectual obsolescence.

There is ample evidence of the increased focus on board refreshment. For instance, starting this year, proxy advisory firm ISS will note in its reports if a director is serving on more than five public company boards and starting in February of 2017 will recommend against directors who sit on more than five. ISS further recommends that CEOs sit on no more than two outside boards. Beginning in 2017, Glass Lewis’ recommendations will be consistent with ISS.

Investors also cite concerns that director independence is being compromised by tenures without term limits, questioning whether a board member who has been in place longer than 10 years is capable of independence of thought. Investors are adopting specific voting policies to catalyze board refreshment.

In an interesting twist, board members themselves are citing concerns with peers, specifically that aging board slates and homogenous board composition are breeding group think and vulnerability in areas such as risk management and cyber security. PricewaterhouseCoopers reported in its 2015 Annual Corporate Directors Survey that nearly 40% of board members say someone on their board should be replaced due to aging, unpreparedness for meetings and/or lack of expertise. Not surprisingly, younger and minority board members are calling for the refreshment of peers.

U.S. boardroom composition is changing in the face of these pressures. According to 2015 Equilar Blog, the average age and tenure on Fortune 100 boards has decreased during the past 5 years, from 66 to 63 years and 9.2 to 8.9 years, respectively. As board seats held by older men open up, many see an opportunity to close the gender gap on boards by filling vacant seats with women. This is the exact point that Nasdaq’s Blake Stephenson made in a recent blog post, noting that “As directors depart U.S. public company boards to satisfy these [ISS] policy recommendations - leaving space for fresh talent - perhaps now is the prime opportunity to diversify board composition, and to do so with relative ease?”

Certainly the business case for gender parity is building. In Gender Diversity and the Value in ‘Refreshing’ Boards, Diane Holt Frankle of Kaye Scholer reports that gender diversity creates “creative abrasion.” This is defined by Linda Hill of Harvard Business School as “a marketplace of ideas developed through debate and discourse.” Hill believes that companies “rarely get innovation without diversity and conflict.” A token female isn’t enough; companies with multiple female directors report that adding more than one woman on a board creates a dynamic open to disparate points of view.

Perhaps the greatest obstacle to gender parity in the C-suite isn’t a corporate culture issue but rather a vacuum of women in the c-suite and middle management. There is a perception and concern that as corporations compete for a limited pool of seasoned female executives to round out board composition over-boarding may become a problem.

The science of building the pipeline of women executives continues to be refined. McKinsey & Company, in a study created in collaboration with LeanIn.org, highlighted three common pipeline pain points for women executives:
  • unable to enter the industry;
  • stuck at the middle the industry; and
  • locked out of the top of the industry.
Their research suggests that “leaders can cut through the complexity of the problem by first establishing priorities linked with their organizations’ most pervasive talent-pipeline problems.” Several case studies mentioned illustrate ways corporations identified and addressed their executive pipeline pain points.

Despite the perception that the pool of female executives is limited, Equilar Blog reported recently there are a number of corporations that stand out as leaders in making gender parity a priority and now have boards with upwards of 30% or more women occupying seats, including a number of Nasdaq-listed companies:
  • Navient Corporation (NAVI) where women occupy 54% of board seats
  • Ulta Salon, Cosmetics & Fragrance, Inc. (ULTA) where women occupy 50% of board seats
  • Netflix, Inc. (NFLX) where women occupy 33% of board seats
  • Pinnacle Entertainment, Inc. (PNKZ) where women occupy 29% of board seats
Smaller corporations and newly-public companies are typically less gender diverse. The 2O2O Women on Boards Gender Diversity Index reported that within the 2015 Fortune 1000, 199 companies had joined since 2010. Of these, the percentage of board seats held by women was only 13.5%. Many companies go public without a single woman on the board.

As corporations review board refreshment policies and procedures, it’s important to explore tactics to address gender diversity—including ways to step outside traditional methods and criteria to find and vet qualified women directions.

Read the studies and publications referenced in this article:

Nasdaq MarketInsite: Don’t Go Overboard! Are Your Directors Serving on Too Many Boards? >>

Nasdaq Governance Clearinghouse: It’s Time to Lean in to Board Diversity >>

Nasdaq Governance Clearinghouse: Leaning In to Board Diversity through Disclosure >>

PricewaterhouseCoopers: 2015 Annual Directors Survey >>

Kaye Scholer: Gender Diversity and the Value in ‘Refreshing’ Boards >>

Equilar: The Changing Face of Fortune 1000 Boardrooms >>

McKinsey & Company: Breaking Down the Gender Challenge >>

2020 Women on Boards: Gender Diversity Index >>

Publication Date*: 4/20/2016 Mailto Link Identification Number: 1160
Frequently Asked Questions
  It's Time for Companies to Lean In to Board Diversity
Identification Number 1163
Clearhouse
It’s Time for Companies to Lean In to Board Diversity
Publication Date: January 7, 2016

This article is the first in a series tackling the challenges and payoffs of improving board diversity.

Diversity in the boardroom continued to spark in-depth conversations during 2015, as numerous studies published in the U. S. and abroad touted the business case to improve boardroom diversity and analyzed why progress (in most cases) is maddeningly slow. The good news: where serious efforts are underway, gender diversity is improving. In this first installment, we highlight key takeaways from those reports that stood out from the plethora of research on this issue. We anticipate board diversity will remain a hot topic in 2016, as corporate sustainability continues to be a prominent concern of organizations around the globe.

Recent studies highlight how much farther corporate America must go to achieve gender parity in the board room. Deloitte Global’s Women in the Boardroom: A Global Perspective found that women currently comprise 18.7% of seats on S&P 500 boards. 2020 Women on Boards’ 2015 Gender Diversity Index is somewhat more encouraging: in 2015 women cracked the 20% threshold for the first time and now occupy 20.1% of Fortune 500 board seats.

According to Women in the Workplace, a study published jointly by Lean In and McKinsey & Company, it will take 25 years for the U.S. to reach gender parity at the senior VP level and a full century to reach it in the C-suite. The McKinsey study dissected the myths and obstacles that hinder corporate America’s efforts to improve board diversity.

The most immediate obstacle to improving gender diversity in the boardroom is bench strength. Women continue to be underrepresented within the executive level pipeline–and even more so in the C-suite—making the search for qualified female board members who aren’t already committed elsewhere a challenge. (The shallow female executive talent pool is a top concern shared by virtually all countries striving to improve corporate diversity metrics.)

A more intangible—but no less daunting—hurdle is inherent cultural bias. Unconscious bias negatively impacts hiring and promoting of women, causes disconnects in men’s perception of the challenges women face in climbing executive rungs, and limits sponsorships and networking opportunities for women trying to reach the C-suite.

The U.S. lags significantly behind Western Europe in gender parity metrics in the boardroom. While several countries in the EU have legislated mandatory quotas, the United Kingdom stands out for dramatically improving gender parity through voluntary targets.

According to the 2015 Women on Boards Davies Review, in four years the UK more than doubled the percentage of women occupying board positions of FTSE 100 companies (which increased from 12.5% in 2011 to 26.1% in 2015). Lord Davies was so encouraged by this rapid progress he is now urging British boards to aim for 33%. In their review, Lord Davies and his taskforce outline the tactical grassroots campaign they executed to exceed their initial target of 25%.

Britain’s Women on Boards campaign utilized many of the same solutions that McKinsey and Company recommends in A CEO’s guide to gender equality. Both this guide and the Davies Review offer actionable strategies to overcome inherent cultural bias, build a top-quality female executive pipeline and engage key stakeholders in the executive leadership community.

The movement to improve board diversity has captured the attention of the investment community as the business case for gender parity clarifies. Additionally, social pressures to reform are beginning to mount; a call to consider quotas is beginning to sound in the U.S. and even in the UK as well despite the significant progress shown there on a voluntary basis.

Identifying and shifting inherent biases within an organization is no easy task. But there is an encouraging refrain echoed by corporations that increased their participation of women on boards: once an organization moves beyond a “token” woman and appoints several women or more, the benefits to boardroom chemistry and dynamics are noteworthy. These corporations are realizing improved profitability and sustainability as a result.
Publication Date*: 1/7/2016 Mailto Link Identification Number: 1163
Frequently Asked Questions
  Nasdaq Talks to . . . Eric Thornburg, CEO of Connecticut Water Service, about the Role Board Diversity Plays in Strengthening Corporate Governance and Improving Company Performance
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Nasdaq Talks to . . . Eric Thornburg, CEO of Connecticut Water Service, about the Role Board Diversity Plays in Strengthening Corporate Governance and Improving Company Performance
Publication Date: November 29, 2016

This article is the first in a series that spotlight Nasdaq-listed companies successfully tackling corporate governance challenges.

While the progress thus far towards achieving gender parity on public company boards may seem slow, we took a closer look at the data after this most recent proxy season and found shining examples of companies making significant progress towards gender parity. Connecticut Water Service, Inc. (CTWS) is one such company. With a board of directors that includes five women among its eight members, it is one of only 14 Nasdaq companies that has reached or exceeded 50-50 gender parity on its board.

Nasdaq recently spoke with Eric Thornburg, CEO of Connecticut Water Service, Inc., and asked him to share his thoughts on how a diverse culture contributes to the overall success of the organization and how gender parity has strengthened corporate governance and improved company performance.

Q: Why has your company, a public utility led by a male CEO, nonetheless, been so successful at finding and retaining qualified female directors when many companies are struggling to tap into this same talent pool?

A: It really came about by first putting forth our core values and our stewardship responsibilities as a drinking water utility. Achieving gender parity wasn’t a goal that we set out to achieve. Rather the goal was about building a culture on the board to drive the success of the organization—not just financially, but also from a customer satisfaction and employee engagement standpoint. We also wanted the culture to support our commitment to environmental sustainability.

While it was important to look for directors who had the necessary business skills, it was also important that we find the right people to help us build on that culture. And what we found, as we insisted on both, is that it led us to recruit and onboard some really outstanding directors, the majority of whom happened to be women. Our business success has been a direct result of building a team that represents and supports the culture of the company. And along the way, it allowed us to achieve gender parity.

Q: What do you think other public companies can learn from your company about building a diverse board?

A: I think companies can be more creative about how they onboard new talent, like expanding the number of directors on their board in order to bring in additional skillsets versus waiting until a director retires. This creates an opportunity for a cultural hand-off to the next generation of board members. Through attrition and retirement, board numbers naturally drop back down to an optimal size.

That strategy definitely made a difference for us. Connecticut Water had a much bigger board 10 years ago and once we had the people in place to support our business goals and culture, we gradually brought the board size back down to where we’re comfortable. This allowed us to improve our overall skill set on the board in a quicker fashion.

Q: How has gender parity in the boardroom impacted your company’s corporate governance and organizational performance?

A: It’s been transformative for us as an organization, for a number of reasons.

For almost 100 years, our company operated solely in the state of Connecticut. We developed a strategic initiative that called for our company to diversify by moving into another state. One of our board members, Heather Hunt, is one of the few individuals in the country who has actually been a public utility commissioner in two states—Connecticut and Maine.

Heather’s background and experience in Maine has aided us in making a number of significant acquisitions in Maine since 2012, which has grown our company 35 percent. She was able to knowledgably discuss the business climate in Maine, had very constructive relationships there, and was a really strong voice on the board regarding risk management. She was invaluable in those acquisitions.

And just a couple of years ago, we were the successful proposer to become the region’s water supplier to a portion of Connecticut that included the University of Connecticut. We were in competition with a number of other significant utilities. Our corporate governance chair, Mary Ann Hanley, is an attorney who has also served two governors in Connecticut. Her understanding and knowledge of state government was critical. She was my go to person. I’d ask for her advice and she’d recommend the people I needed to talk to. Mary Ann was the real force on the board that helped us successfully deliver that transaction. This agreement was a significant win for us and for our shareholders because we will be the water supplier to the University and surrounding region for 50 years to come.

We’ve also instituted an excellent enterprise risk management program in the past couple of years. This initiative was led by Lisa Thibdaue, who is chair of our audit committee. Lisa was an executive at Northeast Utilities, obviously a much larger utility, so her ability to “scale up” our approach has been very helpful.

People talk about utilities as being “a simple business”, but a water business is among the most capital and labor intensive of all businesses. We are heavily regulated from water quality to environmental and service standards. Scale is incredibly important, but we’re still a local business. During the past decade, we’ve delivered world class customer service and experienced dramatic growth while protecting our brand through very effective risk management at all levels of the company. Our board has driven that process.

Q: Is your company’s executive leadership team as gender diverse as your board? How does your company nurture and develop its pipeline of female executives?

A: Yes, our executive leadership team is diverse as well and we’re really proud of that. We have three women and three men serving as senior officers, so it goes further than just the board. We have made a conscious effort to recruit more women to serve throughout our business. It definitely helps for the young women in our organization to see that we have very prominent women on our board and as part of our senior leadership team.

Q: Has it been difficult to find qualified female executives to serve on your executive leadership team and the board?

A: I believe when companies make diversity about just achieving a certain number, they miss out on a lot of opportunities. What has made us successful is creating a business culture that engages stakeholders. And that’s led us to more women directors and officers.

We’ve done a bit of recruiting with professionals, which can be helpful. But mostly we’ve taken our time and engaged our own directors in helping us to find the right candidates. Recruitment and vetting of new directors is the responsibility of the entire board at our company, not just the responsibility of the corporate governance committee. The entire board is engaged and talks about what skillsets we’re looking for in a new director. They all have a stake in bringing on new directors who can be successful and add to the dialogue. Having directors who know and understand the culture we’re cultivating has been key to our success. We’re looking for people with different viewpoints and skillsets that also align with our common culture.

Once we identify a candidate, we go through a long assessment process. We don’t bring them on board, unless we’re convinced they are a good fit and possess the right skills. We aren’t really interested in recruiting the “intrepid CEO” type of a board candidate, that isn’t what we look for. Instead, we recruit people who embody the service ethic that we try to create here, who really know how to work well as part of a team, aren’t afraid to step up and raise issues of concern and are willing to listen to what others have to say. These traits make a difference throughout the entire organization and set the tone for leadership throughout the company, not just at the board level. I think this approach has contributed greatly to our success.

Q: It sounds as though Connecticut Water has made diversity and an inclusive corporate culture part of its brand.

A: Absolutely. For the long term success of a utility, or any public company for that matter, you really do have to take care of and serve customers, shareholders and employees. A tangible example of how we do that can be found in our executive compensation program. Naturally, it is heavily weighted in total shareholder value and earnings per share, but through the leadership of our Lead Independent Director, Carol Wallace, we have included a component for customer satisfaction, measured by a third party. We also have a component for employee engagement and satisfaction. While it is definitely not typical for utilities to have an employee satisfaction number as part of executive compensation, it works and I believe in it.

On the board level, we try to be efficient and a good steward of our board members’ time. Carol ensures every voice is heard. I can say without hesitation that no one fears being that one voice at the boardroom table asking for more information or expressing concerns about an issue. And as CEO, I recognize that’s in service to me as well. These are tough times and challenging responsibilities we face. I’m not afraid to step back and take a little more time to consider a decision or think more about an issue because the board trusts me to do that. Our board has created an open, collaborative environment while taking very seriously the stewardship responsibilities that it has in delivering safe drinking water and shareholder value.

***
Connecticut Water Service, Inc. is a $625 million public utility company trading on Nasdaq’s Global Select Market under the ticker symbol CTWS. The company’s core business is supplying public drinking water to customers in Connecticut and Maine. The company also operates water and wastewater facilities on a contractual basis, offers customer service line protection programs, and provides bulk deliveries of emergency drinking water.
Publication Date*: 11/29/2016 Mailto Link Identification Number: 1289
Frequently Asked Questions
  Eliminating the Diversity See-Say Problem: Lessons from the Clinton Campaign
Identification Number 1278
Clearhouse
Eliminating the Diversity See-Say Problem: Lessons from the Clinton Campaign
Publication Date: November 3, 2016

Nasdaq recently spoke with Bernard Coleman III, Chief Diversity and Human Resources Officer of the Clinton campaign. Coleman shared his thoughts on nurturing a culture of diversity in a field typically dominated by white males, finding diverse leadership talent, and “embracing the uncomfortable.”

Coleman is the first chief diversity officer ever hired for a presidential campaign on either side of the aisle. He was tasked with helping create a staff that was reflective of the electorate Secretary Clinton is wooing, and he has done so very successfully: the campaign is staffed with 38.7% people of color and 54.8% women. Equally impressive is the diversity among Secretary Clinton’s senior leadership team, which is currently staffed with 33.2% people of color and 49.2% women. The vast majority of the campaign staff are millennials.

Q: Many companies struggle with improving diversity incrementally, let alone achieving gender parity and racial diversity of over 30% at the senior leadership level. What can corporate America learn from the diversity strategy executed by the Clinton campaign?

A: First, any diversity strategy needs to start at the top. Diversity has been important to the Clinton campaign from day one by virtue of the Secretary’s vision and her commitment to diversity and inclusion.

The Clinton campaign has executed a diversity plan that echoes the Secretary’s values and we make sure it washes over the campaign, and had buy-in from the entire staff—including senior staff, mid-level managers, and our volunteers. We have strategic diversity indicators and standards that ensure we’re accountable for achieving diversity, inclusion, cultural competence and equity.

Unfortunately, many organizations have a see-say problem: their HR departments and websites state one thing about their mission for diversity, but when you really get inside the organization the culture does not reflect what they’ve been saying. Buy-in and true commitment can only come from the top, from leading by example. You can’t change the culture if you’re not authentic in your commitment to changing it. Employees see right through that and it undermines future efforts of the organization to find diverse talent.

Q: Speaking of finding diverse talent, where did you recruit diverse leadership staff for the campaign?

A: Staffing a campaign is different than staffing a corporation, but certain aspects of the process apply to both. For organizations outside of the campaign world, it starts by not limiting the definition of “what does qualified leadership look like?” For example, if you believe your senior leaders always have to come from the same top five Ivy League schools, you’ve severely limited the pool of available talent. Organizations need to get very strategic, almost surgical, in terms of locating networks and resources that are dedicated to finding and attracting diverse talent. Companies need to craft better job descriptions by identifying what success of that role looks like, versus what the person in the role looks like. That exercise alone will change and expand the search parameters.

All of this takes a lot of leg work, and there are no shortcuts.

Q: What are the key components of an effective diversity and inclusion (D&I) strategy?

A: Don’t look at diversity and inclusion as a problem. Diversity is an opportunity disguised as a problem. When viewed as an opportunity, the organization tends to proceed strategically and proactively, as opposed to just reacting when the issue is exposed. The diversity of Secretary Clinton’s campaign staff is bearing all kinds of fruit: we are representative of the electorate, so we are able to differentiate ourselves and frame messages that resonate with different constituencies; we understand where voters are coming from on the issues; it prevents myopia and better informs the campaign; and it makes us more innovative in terms of how and where we present our positions to the American people.

Embrace the uncomfortable. Recognize that inclusion and diversity go hand in hand. A lot of organizations focus exclusively on diversity as it relates to hiring, yet they forget inclusion. If people don’t feel valued, heard, and included, they are going to leave. When they DO have their essential needs of being valued and belonging met, they’ll stay and they’ll go above and beyond. So you need to research your target market, do some homework to understand why certain groups are underrepresented, and identify the barriers those folks face to getting in and feeling welcome. And once you bring new hires aboard, you need to be prepared to evaluate as well as break the hiring processes that don’t work and embrace the fresh new ideas coming in with a diverse staff. Organizations simply cannot do the same things the same old way and expect a different outcome just because your staff is more diverse now.

Assign a value to it. The organization needs goals and measurements tied to diversity, so it’s easier to track and not an intangible thing. Staff needs to fully understand there is a real value associated with diversity and inclusion. Incentivize this effort —perhaps it’s providing public acknowledgement to the achievement or tying a bonus structure to meeting the overall staffing and retention goals the company has set for diversity— this helps people resist the urge to shortcut recruiting processes and motivates them to nurture a more diverse and inclusive culture.

Q: What are the elements of an inclusion strategy that take an organization from “say it” to “see it”?

A: The elements of a diversity strategy need to be varied, so employees aren’t just force-fed diversity training, but the company begins living and breathing it organically.

Take an assessment. Literally ask diverse employees “What would make you feel more comfortable here?” At our campaign headquarters, it’s very refreshing to walk around and see so many different faces, representing so many views. We have people wearing Black Lives Matter t-shirts, we have LGBT flags hanging from the ceiling. There’s something welcoming for everyone, and it feels like an inclusive environment the minute you step foot in the door.

Have a buddy system. We implemented this within the campaign, which is headquartered in New York. For some staffers who had never lived in New York or worked on a campaign, we realized it could be overwhelming to adjust at the same time they were coming up to speed on a fast-paced work environment. It helped them acclimate to campaign life in the city by having a fellow staffer assigned to show them on a practical level how to navigate this new environment.

Establish employee resource groups. This may seem counterintuitive, as the whole point of inclusion is mixing and mingling, but sometimes people want to take refuge in their respective “tribes.” They feel comfortable seeing other people like them, or at least knowing they have the option of joining these groups, if they need it. ERGs can be of great support for employees who have recently come on board, adjusting to the speed of the campaign, the responsibilities of the role and adapting to the culture. It’s a supportive effort to acclimate as quickly as possible and feel confident while doing so.

Assign formal advocates/mentors. With the campaign, we have developed a program called “Talk to Me” which provides an empathetic ear to staff when something is going on at an interpersonal level that might be causing strife for that person. This is for issues within the individual, versus providing support to acclimate to a new city or neighborhood as the Buddy System does.

Offer a multifaceted curriculum of diversity education. When diversity training becomes mandatory or too top-heavy, it has the tendency to make people do the opposite intent of the training. When we educate children, we adapt teaching methods to their personal learning styles, and the same concept applies to adults. So it’s important to provide diversity education and information in a variety of forums and through multiple channels. As a result, employees feel included, feel supported, empowered and know the organization is living its values.

future-America
The future of America.

***

Bernard Coleman leads Hillary for America's (HFA) Diversity and Human Resources initiatives. Prior to joining HFA, Bernard served as Deputy Chief Diversity Officer and Director of Human Resources at the Democratic National Committee. He also held senior level positions with the Democratic Congressional Campaign Committee and the Society for Human Resource Management.
Publication Date*: 11/3/2016 Mailto Link Identification Number: 1278
Frequently Asked Questions
  Taking Stock of Diversity
Identification Number 1253
Clearhouse
Taking Stock of Diversity
Publication Date: September 7, 2016 

The following is an excerpt from a speech given by Nasdaq EVP and General Counsel, Ed Knight, at the SAIS Global Conference on Women in the Boardroom on September 7, 2016.

If you visit Nasdaq’s MarketSite in New York City, you have to fight the crowds at Times Square. We chose not to locate the public face of Nasdaq on Wall Street or at Rockefeller Center. We want to be at the crossroads of America, and the world.

You only need to stand a few minutes at 43rd and Broadway to get a sense of the diversity in this great land of ours and in the world today. You will hear a half a dozen languages in the course of a few minutes, and see people of all races and nationalities.

This is one of the strengths of our country- - its great diversity. At Nasdaq, we help put that diversity to work. For one, we are obligated by law to provide access to our market without discrimination or bias, and we take that obligation very seriously. As the first electronic market in the world, we are built on a foundation of impartial technology; we do not see ourselves as a comfy old boys club like some of our competitors might.

We believe that the boards of public companies should be as diverse as their investors and customers because that makes good business sense: Over time, diverse boards will have more robust debates, make sounder decisions, understand customers better, and attract higher performing employees.

As argued in Bloomberg in a well-noted 2014 editorial, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender diversity is financial….Companies with at least one female director had better returns for six straight years.”

And when we say diverse at Nasdaq we mean all types of diversity: gender, race and skills. Strong boards must face the challenge of a global, rapidly changing economy with a full set of talents and experiences. Achieving gender diversity is but one step in the process of building a strong board.

Of course, gender diversity is an area that has received particular focus by our global organization.

We can report some visible progress. For example, Nasdaq owns and operates the stock exchanges in Sweden, Finland, and Denmark. In those countries, women make up 31%, 30% and 23.4% of public company boards, respectively.

These results are supported by a public focus and dialogue on the need for diversity throughout the Nordic countries. These discussions often occur at Nasdaq conferences and events in the region. At Nasdaq Stockholm this May we sponsored an all-day program titled, “Gender Equality in the C-Suite and Boardroom”.

And, the Nasdaq Holding Company and Exchange Boards have improved their representation of women and minorities.

As you know, progress among public companies here in the U.S. has been considerably slower and less dramatic than in the Nordics. To get a better sense of what is happening, we recently collected and analyzed June 2016 data from our listed companies and combined it with NYSE data. We found signs of progress in looking at these 4,397 companies:
  • 5,195 board seats are held by women. That is a 3% increase in the total number of board seats over 2015. Year-over-year increases in the percentage of board membership do not show the full picture of the progress that is being made.
  • The board experience among women is being spread throughout a wide group of women. For example, only 34% of the women on boards sit on multiple boards.
  • And some of these women directors are starting their careers as board members at a young age. 81 women serving on public boards were under the age of 40. This is in comparison with the average board member whose age is 60.
  • In our research, we found 366 companies have at least 30% female board membership and an additional 895 companies have reached the 20% threshold. Fourteen Nasdaq companies have even reached 50-50 gender parity.

While progress is still slower than we would all like, we believe these numbers are encouraging nonetheless.

But to make real progress, change has to be made with the conviction that not only is it the right thing to do but that a diverse board will allow my company to compete more effectively and outperform the competition. In my 17 years as a public company executive, I can tell you that the search for that competitive edge is relentless and constant. The data indicates that diversity brings a performance edge.

But attention must be paid. And Nasdaq will continue to shine a light on this topic for our 3600 globally-listed companies.

Our Nasdaq Governance Clearinghouse website devotes considerable attention to the topic of diversity and inclusion on public company boards. Over the past year, we’ve written and promoted numerous articles through Nasdaq’s vast social media channels, discussing best practices in developing diverse boards.

More public disclosure will allow us to keep the topic front and center, so like the U.S. Chamber of Commerce, we support Congresswoman Carolyn Maloney’s modest legislation to improve diversity disclosure in financial reports.

We will continue to urge our companies to start the board selection process with a diverse slate of candidates. Janice Ellig, named by Business Week as one of "The World's Most Influential Headhunters”, has suggested following the “Rooney Rule plus” when looking to fill an open board seat. Modeled after the NFL’s Rooney Rule of selecting head coaches, candidate pools would be comprised of at least 50% women and people of color. If, for instance you had a slate of 10 candidates, the pool would include at least 3 women and 2 people of color.

And the practice of regularly refreshing boards must be followed to make more diverse boards possible but equally important to maintain a competitive edge.

Ultimately, boards take their character and composition from their leadership. CEOs and the boards themselves must drive the change from within and for economic, competitive reasons as much as to meet public pressure. In this regard, there is room for more CEOs to step up and make diversity across the corporate world a reality.

Forced change imposed from the outside has been shown to be the least effective way to change public companies. Public companies must be and are designed to deal with economic realities and the need to compete as their top priorities.

Fortunately, diversity in board composition clearly meets those priorities, and Nasdaq is focused on highlighting that to its companies.

As Anders Thorendahl, the Chief Investment Officer of the Church of Sweden, told the audience at the Nasdaq diversity conference in Stockholm earlier this year: “investors need not choose between diversity goals and competitive returns…diversity outperformance creates market outperformance.”
Publication Date*: 9/7/2016 Mailto Link Identification Number: 1253
Frequently Asked Questions
  Nasdaq Talks to. . .Janice Ellig about Moving the Needle on Boardroom Diversity
Identification Number 1242
Clearhouse
Nasdaq Talks to. . .Janice Ellig about Moving the Needle on Boardroom Diversity
Publication Date: August 4, 2016

Nasdaq recently spoke with Janice Ellig, co-CEO of Chadick Ellig, an executive search firm focused on recruiting board directors and C-suite executives based in New York City. Named by Business Week as one of the “World’s Most Influential Headhunters,” Ms. Ellig is a passionate advocate for qualified women seeking a seat at boardroom tables. Ms. Ellig offered her insights on the barriers to improving gender diversity in the boardroom and why CEO-sponsorship is the key to moving the needle on gender diversity.

Q: What are the primary barriers for women executives trying to break into the boardroom?

A: One of the keys to opening the boardroom door is being part of the CEO network, and cultivating a strong reputation within it.   Successful executives understand that a more critical factor than “who they know” is “who knows them” — and how the network views them as a professional.   Many qualified female executives are just not part of that network and contributing to this is that women make up less than 17% of C-Suite executives in the S&P 500.  More women need to fill the C-Suite ranks to become the pipeline for the boardroom.  Companies need to focus on giving women the opportunity to get the experience to move up to the corner office. 

That’s why the Women's Forum of New York established a database of women who have been sponsored by CEOs.  When a CEO sponsors a woman, she has that gold stamp of approval.  The endorsement by a CEO is critical - it gets women known by the proverbial boardroom network. 

Boards are like any “club.”  CEOs and directors want to “feel comfortable” when considering board candidates and when vetting a potential board member; a candidate endorsement from someone in their community – a CEO – goes a long way.  Women may have the qualifications, but boards want to know that another CEO has seen that person operate effectively in a boardroom setting.  In fact, when PwC surveyed approximately 900 directors in 2012, nine out of ten of them said that they refresh their board from the networks of the people they know.   I’ve heard stories where top-notch executive women did not get a board seat because nobody on that board knew someone who knew her. 

But the key barriers are focus and commitment by every board in the U.S. where there are less than 40% women on their board.  Unfortunately, only 28, or less than 3% of the Fortune 1000 companies, have 40% or more.  In 2015 these companies received special recognition at the Women’s Forum of New York biennial Breakfast of Corporate Champions.  The Women’s Forum of New York promotes parity within the decade by 2025 and shares that getting there is not complex.  The solution is actually simple:  fill every other opening or at least 40% of the openings annually with a woman!  Ten years with at least 150 new board seats filled by women get us to 1500, plus the current 1000 seats held by women, is 2500 women on boards; parity is achieved.

Q: Can you tell us more about the Women’s Forum Database of CEO-Sponsored Board Ready Women and its Breakfast of Corporate Champions?

A: The Database is national, as well as international, and accessible free of charge to board nominating committees and search firms.  Any qualified woman executive can be listed in the database; she does not need to be a member of the Women’s Forum.  We ask all CEOs to submit information to the Women’s Forum and in doing so the CEO is saying, “This woman is board ready and should be on a board.” These candidates have a unique appeal because they are already vetted by CEO sponsorship.  If every Fortune 1000 or S&P 500 CEO or Board Chair sponsored a woman, the Women’s Forum of New York will have over 1000 board ready women in our database.

We currently have 170 women in our database and all have been sponsored by a CEO/Board Chair.  CEOs such as Ajay Banga of MasterCard, for instance, has sponsored nine women from his organization, and Richard Davis has sponsored four women from U.S. Bancorp.  In fact, Richard Davis was an Honorary Co-Chair, along with Maggie Wilderotter, of the 2015 Breakfast of Corporate Champions where we honored those companies with 20% or more women on their boards.  Other sponsoring CEOs include Ian Read, Pfizer; Ken Hicks, Footlocker; Ken Chenault, American Express; Mark Bertolini, Aetna; Roger Ferguson, TIAA-CREF; and Terry Lundgren, Macy’s.

The Women’s Forum of New York launched the Corporate Board Initiative to accelerate the pace of change for women in boardrooms.  Its signature event is the biennial Breakfast of Corporate Champions which honors companies and raises awareness of having a more balanced board, with the goal of achieving parity by 2025. 

At our 2015 event, over 600 executives, government officials, and thought leaders attended the Breakfast of Corporate Champions.  Once CEOs come to the Women’s Forum of New York’s Breakfast of Corporate Champions event, they typically sponsor a woman. 

Learn more about how you can access the Women’s Forum Database of CEO-Sponsored Board Ready Women or sponsor a board-ready candidate >>  

Q: How does a woman executive find a sponsor? 

A: Women need to get out of their comfort zone - speak, write, attend meetings and conferences and become viewed as a thought leader, an expert.  Within the organization a woman must be known by the CEO and members of the board and make them aware that she wants to serve on a board.  She needs to speak up and be confident in her areas of expertise.  Women who are internally and externally “known” will be able to secure CEO sponsorship. Women cannot wait to be invited to the party; they must let their interest to serve on a board be known – just like men!

Q: This past year the Women’s Forum gave special recognition to corporations that achieved gender parity with 40% or more on their boards. What are some of the best practices of the companies that reached that threshold? 

A:  The leadership of these companies truly embrace gender diversity in the boardroom as a strategic business imperative.  They know it reflects their markets:  customers, employees, shareholders and communities in which they operate.  They know they cannot ignore 51% of the population.  Unfortunately, many companies still are not “focused and committed” to having more gender diversity in their boardrooms and C-Suites.  The gender parity needle is moving far too slowly.  The Catalyst 2015 study shows that women on boards moved from 19.2% to 19.9% - we have not yet broken through the 20% threshold.   Since Catalyst started tracking women on boards the pace of change has been about .5% for the past 20 years; at this rate, some estimates are that it will take over 50 years to reach parity. Although studies by Catalyst, McKinsey, E&Y/Peterson Institute, and Credit Suisse Research Institute all show a strong correlation between better financial performance and gender diversity on boards; progress is not happening. We know that overall with more women on a board, financial performance is enhanced as well as corporate governance and reputation. 

Progressive companies realize women are the buyers of their stock, the employees they hire, and their customers.  These companies truly believe that to be effective, a board needs to have a diverse composition which reflects the markets in which they operate. 

Q: Why was Lord Davies so successful improving the gender balance on British boards and what aspects of the UK model would work well in corporate America?   

A:  Lord Davies took no prisoners.  He was adamant that corporations cannot continue to ignore 51% of the population.  He also publicly dismissed the idea that a lack of qualified women in the pipeline was to blame and that companies could not continue to ignore all of that talent.  Quoted in the Independent on March 22, 2014, Lord Davies said “If you are a CEO and you don't have gender diversity or diversity in general as a top issue, then you've been asleep at the wheel for the last few years."  And furthermore, he added, “This is not about aiming for a specific figure and is not just about promoting equal opportunities but it is about improving business performance. There is growing evidence to show that diverse boards are better boards, delivering financial out-performance and stock market growth.”

Scott Page, professor at the University of Michigan, and author of the book The Difference, showed studies where less skilled, heterogeneous groups on average made better decisions than more skilled homogenous groups.  Lord Davies made gender parity in the boardroom his mission.  Working with The 30% Club, founded by Helena Morrissey, CEO of Newton Asset Management, the U.K. more than doubled the representation of women on FTSE 100 boards from 12.5% in 2010 to 26% in 2015.  A dramatic cultural shift occurred in the U.K. business community without quotas.  How?  Peer pressure. Lord Davies personally called influential CEOs to get more women on their boards.  He and Helena went even further, convincing CEO’s to reach out to other CEOs to shame them if they lacked female representation. 

Unfortunately, there is no one in the U.S. playing this role, at least not yet.  While the pipeline of qualified women executives is quite robust, and SEC Chair Mary Jo White has publicly stated “there is no pipeline issue,” the focus and commitment in U.S. boardrooms is lackluster.  Our SEC Chair, Mary Jo White, also said at the International Corporate Governance Network Annual Conference on Jun 27, 2016, “Diversity on boards, and in organizations more generally, is very important to me and I have not shied away from expressing my strong views on the topic...I continue to urge that CEOs and boards of public companies act aggressively to alter this landscape and to do so quickly.  Not only is it the right thing to do – it makes good business sense.”

We need “CEO warriors” to step up and build a coalition around our focus and commitment in getting to 30% by 2020 and parity by 2025.  Peter Grauer, Chair of Bloomberg, is one warrior who brought The 30% Club to the U.S. and has a goal of 30% by 2020.

Search firms have a role to play in this as well.  As a responsible search advisor, a slate of candidates should be at least 30% women.  They did this in the U.K., why not in the U.S.? I also think search firms should disclose their placement rate of women and minorities on boards; transparency is needed.  According to Catalyst, in 2015 73% of board placements were men.  Therefore, search firms need to recognize their role in placing only 27% women on boards; that's not good enough!  Search firms too need to be champions of change! To move the needle beyond 19.9% search firms should place at least 40% of your board seats with women.

***
Janice Ellig is co-CEO of Chadick Ellig, an executive search firm focused on recruiting board directors and C-suite executives based in New York City.  She is also the current Chair of the Women's Forum Corporate Board Initiative and co-author of two books: Driving The Career Highway, 20 Road Signs You Can't Afford To Miss and What Every Successful Woman Knows: 12 Breakthrough Strategies to Get the Power and Ignite Your Career. She also writes numerous professional articles focusing on gender diversity and career management, including these recent postings:

Proof Networking is Actually Worth Your Time >>

4 Ways to Get More Women on Boards >>

How Women Dispel Groupthink >>

The Case for “Breaking into Boardrooms:” A Call for Gender Parity on S&P 500 Boards by 2025 >>
Publication Date*: 8/4/2016 Mailto Link Identification Number: 1242
Frequently Asked Questions
  Leaning In to Board Diversity through Disclosure
Identification Number 1162
Clearhouse
Leaning In to Board Diversity through Disclosure
Publication Date: February 9, 2016

This article is the second in a series tackling the challenges and payoffs of improving board diversity.

As the business case for diversity in the boardroom solidifies—and social pressures to improve gender parity escalate—investors and legislators alike are calling for the SEC to enhance mandated disclosure requirements about board diversity.

Last March nine pension fund fiduciaries filed a rulemaking petition with the SEC requesting disclosure on board directors’ gender, race, and ethnicity in proxy statements, and for the information to be presented in a chart or matrix format. Interested persons can comment on the petition, and SEC officials say they intend to consider the petition as part of an ongoing effort to review all disclosure requirements.

Shortly after the rulemaking petition was filed, Congresswoman Carolyn Maloney commissioned a study on corporate board diversity from the Government Accounting Office (GAO). In January of this year, she shared the results of the GAO study (Strategies to Address Representation of Women Include Federal Disclosure Requirements), citing that “the United States lags behind other industrialized nations” in the percent of board seats held by women. Maloney announced her intent to introduce new legislation modeled after corporate diversity policies in Canada and Australia.

While several countries in the EU have improved gender parity through mandatory quotas, the GAO study reported that U.S. corporate stakeholders reject such one-size-fits-all approaches. Quotas have become an even harder sell in the U.S. recently given the strides that Great Britain has made through a well-coordinated effort within the business community to meet voluntary diversity targets.

A majority of the U.S. corporate stakeholders interviewed in the GAO study support more robust SEC disclosure requirements (like those requested in the aforementioned rulemaking petition). Enhanced disclosure reporting would:

  • Provide standardized data for companies to benchmark and measure against goals
  • Bring transparency to diversity ratios and the board nomination process
  • Encourage reluctant boards to make diversity a priority internally
Congresswoman Maloney’s legislation would go a step further, instructing the SEC to recommend strategies for increasing women’s representation on corporate boards, and require companies to comply with those recommendations or explain why they have not. The GAO report shared a number of potential strategies—identified by stakeholders interviewed in the study—that corporate boards could potentially adopt to improve gender parity:

  • Require a diverse slate of candidates to include at least one woman
  • Set voluntary diversity targets
  • Expand board searches beyond the traditional pool of CEO candidates
  • Expand board size to include more women
  • Adopt term or age limits to address low turnover
  • Conduct board performance evaluations
It remains to be seen whether Congresswoman Maloney’s legislation will be adopted or what diversity improvement strategies the SEC would ultimately recommend that corporations pursue. However, there can be little doubt in light of recent events that pressures to improve federal diversity disclosure requirements will continue to mount—and corporations are advised to begin preparing accordingly.

Read the full GAO report Strategies to Address Representation of Women Include Federal Disclosure Requirements >>

Read Congresswoman Carolyn Maloney’s press release Maloney unveils new GAO report showing rampant disparities against women in corporate boardrooms, demands SEC take action >>

Read the Petition for Amendment of Proxy Rule Regarding Board Nominee Disclosure—Chart/Matrix Approach >>

Read the first article in this series: It’s Time for Companies to Lean In to Board Diversity >>
Publication Date*: 2/9/2016 Mailto Link Identification Number: 1162
Frequently Asked Questions
  Adena Friedman Addresses Diversity & Inclusion
Identification Number 1194
Spotlight Promo
Adena Friedman Addresses Diversity & Inclusion
Publication Date: September 23, 2015

Nasdaq will co-host a symposium on Gender Equality in the C-Suite and Boardroom, on November 10th, at the Hyatt Regency Hotel in Chicago. This is the first in a series of events, designed to break barriers and accelerate understanding around gender equality in corporate leadership.

The Chicago program will convene more than 100 institutional shareholders, capital markets leaders, diversity officers, corporate directors and sustainability professionals. The day’s agenda is filled with ground-breaking panels and facilitated breakout sessions on key drivers of value.

Adena Friedman, who rose through the corporate ranks from intern to her current role as President of Nasdaq, will be the featured keynote speaker. Other speakers include North Carolina State Treasure Janet Cowell and Teresa Younger, President and CEO of the Ms. Foundation for Women.

Nasdaq is pleased to offer our listed companies a 50% discount on registration for this program. To secure your discount, please contact Jon Scorcia at jscorcia@skytopstrategies.com or call +1.914.552.9106.

To learn more about this program and claim your Nasdaq company discount >
Publication Date*: 9/23/2015 Mailto Link Identification Number: 1194
Frequently Asked Questions
  Board Diversity
Identification Number 1164
Clearhouse
Board Diversity
Publication Date: June 29, 2015

10%  of Nasdaq-listed companies' boards, on average, are comprised of women

2,231 board seats are held by women on Nasdaq companies

556 Nasdaq-listed companies had at least two female board members

In Renée B. Adams recently published paper, Myths Facts About Female Directors, the author includes this as Myth #1: Popular boardroom surveys provide an accurate picture of women's relative underrepresentation. In fact, she asserts that survey data, to date at least, has focused almost exclusively on large companies and that it is necessary to also look at small companies in order to get a "true" picture. We agree, so in the coming months we will be taking a closer look at the gender composition data we have collected and report back with stratified information.
Publication Date*: 6/29/2015 Mailto Link Identification Number: 1164
Frequently Asked Questions
  Nasdaq talks to . . . Anne Sheehan, Director of Corporate Governance for the California State Teachers' Retirement System (CalSTRS)
Identification Number 1189
Clearhouse
Nasdaq talks to . . . Anne Sheehan, Director of Corporate Governance for the California State Teachers' Retirement System (CalSTRS)
Publication Date: June 29, 2015

Ms. Sheehan recently spoke with Nasdaq about the importance of diversity to board governance, why it's important that proxy disclosure include a matrix of the nominees' gender, racial, and ethnic diversity, as well as their mix of skills, and the challenges companies face in adding diversity to their board. Excerpts from this conversation follow.

Q:  How do you define diversity and how has that definition evolved over the past few years? 

A:   The traditional notion of diversity was in terms of gender and ethnic diversity. So while it does include the traditional definition when people bring up the word diversity, it really goes beyond that to bring in a diversity of experience, knowledge, background, and expertise into the boardroom of portfolio companies. That is really our focus as we look at the issue of diversity at CalSTRS.

Q:  Is capturing the diversity with respect to women, the first step? Currently, a lot of companies don't even specifically address gender diversity in their proxies let alone some of these other characteristics.

A:   Yes, it is one of the first steps because obviously it is the one of the easiest ones to capture, even if you just put pictures of board members in the proxy you can recognize who is male and female. And while we all think we've come a long way on the issue of diversity, the fact of the matter is that only 20 percent of say the Fortune 100 Companies have women directors. So it is one of the focus areas that we have, and it is one of the easiest ways for companies to benchmark and measure against their goals of increasing the diversity on their board. 

Q:  According to our own data analysis after this most recent proxy season, we found that only about 10 percent of the board at Nasdaq companies are comprised of women.  Does that number surprise you? 

A:   No, that does not surprise me because if you look many of them are tech companies. And while I hate to admit it, since it's my home state where many of these tech companies have started down in Silicon Valley, the number of women board members is low, but that’s why we want to bring attention to this issue and explain the importance of it to board governance. 

Q:  Why has board diversity become such a hot topic lately?

A:   There have been a number of studies, Credit Suisse, McKinsey and others have verified and documented that companies with at least 30 percent women performed better over the long run than those with all male boards. So while many people may look at us and say, this is a politically correct issue or a social agenda, it is actually a business imperative. 

Q:  Why is it important that the SEC amend the proxy disclosure requirements to require that companies disclose the nominee’s gender, race, and ethnicity, as suggested in your petition?

A:   I think transparency is good.  Disclosure is good.  I don't think in this country we are going to mandate quotas like they have done in other markets. It just isn't going to happen. It's not part of the American corporate governance psyche. But I think a good additional step would be greater disclosure about the diversity of corporate boards, which includes gender diversity. And that’s an easy step for boards to do. Obviously, it can be more difficult with respect to ethnic diversity in terms of their categorizations. But I think gender diversity and disclosure in the proxy of that diversity is a good first step. And then the shareholders can decide, do they think that is enough diversity on the board. 

Q:  Are there any companies in particular that already provide this kind of disclosure in their proxy that you would hold up as examples? 

A:   I think Microsoft does a good job on some of the disclosures of their board members. There are number of Nasdaq companies that I think do a good job. 

Q:  Where does your petition stand currently? 

A:   It's at the SEC now. We are busy garnering support for it. We have not heard anything formally from the SEC, but one good thing is that the SEC currently working on a disclosure project.  And so, we think that enhancing disclosure in the proxy statement fits right in with the goal of that project. 

Q:  Do you have any sense from companies about how difficult it would be to comply with the disclosure that you are recommending in the petition? 

A:   There are some companies that are already doing this so I think it would be easy for companies to comply with our proposal, if they looked at some of the models of the companies that do these grids now. 

I think some companies are fearful of litigation, but I think shareholders also recognize it as a point and time disclosure.  The litigation fear that concerns some companies isn’t so much about the gender or ethnicity issues, but some of the skills and experience in the grid. But we understand this is an evolving process, and people are gaining skills all the time. 

Q:  I understand a number of European countries have instituted a gender quota as a means to improve representation of women on corporate boards.  Has this approach been successful?  And do you think this has any momentum in the U.S.? 

A:   It has been successful because the threat of a sanction finding, which could result in a delisting. This has been quite a motivating factor to comply. It has been helpful in those countries.

It also helps when we talk about it in this country that, not so much the mandate of the quota, but that they are able to find candidates who are capable, experienced, and board ready to serve inside the boardroom. So that’s one benefit as we talk about this issue in our country. 

But, as I said before, I don't see mandating quotas getting traction in this country; just culturally it's very different.  Plus, I think you have to recognize that the markets are so much smaller in those countries where they have mandated this in terms of how many publicly listed companies there are in Norway or France. The number of public companies and the markets are very different here in the United States.  And then culturally from the governance perspective, it's also very different. 

Q:  Do you have any thoughts on the board diversity resolution passed by the Illinois House of Representatives?  Aren’t these resolutions largely ceremonial?

A:   I did see that resolution. California also has a similar resolution. It is not a binding law, but it is a goal that California companies have 30 percent of the board seats held by women. As I stated before, actual quotas are more difficult to implement here because of the way the markets work in our country.  However, it does bring attention to the issue and starts discussions inside the boardroom.

I would say these resolutions can be seen as somewhat ceremonial, but I do believe that the authors and the sponsors of these measures are very sincere. More importantly, it helps to bring attention to the issue, which is a good thing because it gets the discussion going on board composition, on the board agendas, and inside the boardroom. So while they may not be binding and really may not be practical because of the way our markets work in our corporate governance laws here, it is an important public step to bring attention to the issue. This is an issue that policymakers are looking at and focusing on. 

Q:  What are some of the challenges companies face in adding diversity to their board? 

A:   I think the biggest challenge really is the will to do it. Many times they will say they cannot find candidates, but we have proven that there are many good candidates out there. They need to look a little bit harder, work harder with their search firms, and get nominating committees to focus on recruiting these candidates. 

Q: Do you have any practical advice for companies that may help them find qualified directors that will add diversity to their boardroom?

A:   There are a number of steps the board can take. Most boards have the ability to increase the number of board slots. One thing that we have suggested is that if they don't currently have an opening to add a woman member if they have very little or no diversity on their boards.  And then, when the next person retires, just don't replace that person. Ask their search firms to always have a pool of candidates ready to appoint to the board in the event of an opening because things happen in life where openings can come very quickly. 

Many institutional investors are focusing more attention on this issue. They are focusing more attention on the composition of the boards because boards really are our representatives; they are shareholders representing us inside the boardroom. 

So as many large shareholders look at board composition diversity becomes part of that discussion. What you see now is that firms like BlackRock and others have signed on to the 30 percent club, which is an effort to try and get 30 percent of the board to be women over the next few years. 

Michael Bloomberg has also signed on to this initiative. You have a lot of business leaders who have leant their name to this effort to try and bring attention to this important issue. 

Q:  Finally, what can Nasdaq do to help listed companies? 

A:   As companies list, Nasdaq should discuss governance guidelines, best practices, and the importance of diversity on their boards. This is a business imperative that shareholders will be asking about. And if they don't hear it upon their IPO, they will hear it shortly thereafter if they don't have some diversity on their board. 

We think, as I mentioned earlier, this is a business imperative. Companies get better decision making inside the boardroom and a more robust discussion and perspective on issues. Men and women operate differently; they think differently, they bring different perspectives to the decisions that need to be made in the boardroom.  And we think the result of that diversity of thinking and the approach inside the boardroom is actually better for the company in the long run. 

We think it's a value-added proposition for these companies to consider as they are looking at putting together their boards when they come to list on Nasdaq. 

Q:  Do you think enhanced disclosure will encourage better behavior? 

A:   I do. I think it's a step. I think the shareholders need to push as do others for enhanced disclosure. Shareholders, I think, can play a big role in this especially the larger shareholders. All of us can play an important role. 

All of this goes without saying that the candidate/individual has got to be qualified.  I always hate to have to qualify that, but, of course, we want anyone who sits inside any of the boardrooms with the companies that we hold to be qualified and have the skills and experience necessary. 

Our point is there are women out there who have the qualifications, skills, and experience who are board ready. The boards just need to exercise the will to take the steps to act on it.
Publication Date*: 6/29/2015 Mailto Link Identification Number: 1189
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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