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Frequently Asked Questions
  California's Board Gender Diversity Mandate: Are Companies Making Tangible Progress?
Identification Number 1704
Clearhouse
California's Board Gender Diversity Mandate: Are Companies Making Tangible Progress?
Publication Date: July 29, 2019 

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.

It’s now been approximately 9 months since California Governor Jerry Brown signed into law SB-826, which requires public companies with headquarters in California to have at least one woman on their board of directors by the end of this year. At the time of signing, 94 of the 722 companies affected by this new law were given notice that they are immediately affected due to having zero women on their boards. 

A progress report on the original 94 companies affected by the California mandate.

Athena Alliance pulled data on the 94 original companies in an effort to gauge progress. The data shows that 9 months later, 36 percent (34 companies) still have no women on their boards.

Getting 34 companies to bring one woman onto their boards doesn’t seem like it should be too difficult. However, the timeline to date seems to indicate those companies believe it is. As an additional data point, earlier this month, the California Secretary of State released its Women on Boards report, which lists the companies that have or have not reported their compliance with the law as applied by 2021. Just 184 companies out of 722 have reported where they are with respect to their compliance (25 percent).

The bill states: “More women directors serving on boards of directors of publicly held corporations will boost the California economy, improve opportunities for women in the workplace, and protect California taxpayers, shareholders, and retirees, including retired California state employees and teachers whose pensions are managed by CalPERS and CalSTRS. Yet studies predict that it will take 40 or 50 years to achieve gender parity, if something is not done proactively.”

My hope is that companies would jump at the opportunity to modernize their boards and create a competitive advantage, especially when there are many organizations standing by to help, such as The Athena Alliance, HimforHer and Equilar’s Diversity Network, just to name a few.

Let’s remember why this bill came to be.

When this bill was on the table, I had many candid discussions with my peers, with my board, with Athena Alliance members, all incredibly experienced and insightful corporate executives, many of whom are board members. I heard the full spectrum of emotion and debate on this issue; I even felt conflicted myself. Change needs to occur, but most of the powerful female leaders I know want to achieve a board seat on their own merit. Not to check a box.

Yet, throughout the ages, change has had to be forced upon society, often successfully. From voting rights to gender inequality, it’s often been policy – not society – that has been the catalyst for transformational, profound progress. Achieving gender parity at the highest realms of leadership is no different, with other countries trailblazing efforts of their own. For example, Germany mandates that 30 percent of public company board director seats are held by women. For Norway, it’s 40 percent.

Additionally, studies have shown that mandates such as California’s aren’t just good for women, it’s good for business. A study conducted by Credit Suisse over a six-year period found that women on boards resulted in positive metrics across the business, including improved stock performance, less debt, double digit income growth, and more.

If we need even more validation, just look to Larry Fink and the asset managers who hold $40 trillion in the markets on our behalf. They are demanding that boards bring on more contemporary experience, with directors who hold a wider range of skills. This is required to steward long-term value in today’s modern, digital world, where businesses are vulnerable to new threats and Environmental, Social and Governance (ESG) matters take precedence.

Where are we today?

As the California Secretary of State’s report highlights, there are many companies that need to put in a lot of work to meet the mandate. At a glance, the numbers are cringeworthy, painful. But what I’m hearing on the ground in California, as the leader of an organization dedicated to helping companies find their perfect board candidate (and who just happens to be a woman), here’s what I know: The greatest energy for change is not coming from the public companies that are significantly behind in meeting the California mandate. It’s coming from venture-funded expansion stage, late stage private companies, and from progressive public companies outside California.

Here’s the good news: Many CEOs are beginning to embrace change and warm to the concept that they need to make some sweeping changes in their boardrooms. The most progressive of them are taking a proactive approach by having the conversation (the tough conversations) that they need to have, early on. They understand that the best business decision involves a board refresh or active expansion. For example, earlier this month, I spoke with Brian Moynihan, Chairman and CEO of Bank of America, at an intimate gathering of CEOs and board directors. We discussed the need for transitions at the highest levels of leadership. Our conversation was followed by fireside chats with the CEOs of iRobot (Nasdaq: IRBT) and Forrester (Nasdaq: FORR), two organizations that took the brave path to a board refresh.

There are several companies leading the pack in making changes to their boards to immediately meet the 2019 requirements, such as Acacia Research Corporation (Nasdaq: ACTG), DURECT Corporation (Nasdaq: DRRX), CareTrust REIT, Inc. (Nasdaq: CTRE), and many more.

And, there are many successes emerging from the changes happening in California. Take corporations like Autodesk (Nasdaq: ADSK), for example, who is partnering with Athena Alliance to send their top women through our high-touch executive development program. Autodesk is going one step further than simply meeting compliance with the California mandate; they are making the critical investment in their bench strength of leadership by connecting and nurturing the leaders of tomorrow.

Build the right board construct, and the women will come.

For so many progressive CEOs and boards I talk to, the biggest challenge is not knowing where to start. For decades, these male leaders have relied on their networks. They’ve hired who they know. They’ve gotten referrals from who they know. It’s always worked for them. Men, referring men. A strategy that has worked throughout time.

Until now.

For male CEOs in California who still need to take the next step to meet compliance for women on boards, I urge a “build it, they will come,” approach. Begin by recrafting your board construct – design the board that will propel your company to the next level – and very likely you will see that the people you currently have on your board are not the ones who can get you there.

What markets do you need to tap into? Who are the stakeholders that you need a deeper connection to? What is your brand reputation doing for you in today’s digital world? How are you driving efficiency across technology, operations, with employees?

Look to where you need to go. Then think about what perspectives and expertise is required to guide you there. There are many qualified women who are prepared and willing to serve on your board, especially if you can look past the “traditional” board director persona of a former CEO or CFO.

It’s worth the effort to get to the other side.

For the companies that can put in the effort to recruit women board directors, the payoff will be immense. They’ll see it in their revenues. They’ll have a deeper connection to their communities, to their employees, to their customers. They’ll see the payoff in positive brand reputation. They’ll steer their companies into the modern age of business with broader perspectives, fresh ideas, and innovation.

Each, a competitive advantage. Each, one more investment closer to securing the company’s relevance and place in the future. Now, that’s good business.

For more insights from Coco Brown, read It's Never Been a Better Time to Open Up the Boardroom: Here's Why>>

***

Coco Brown is founder and CEO of Athena Alliance, an organization dedicated to revolutionizing leadership from senior management to the boardroom. Athena Alliance enables businesses to take on today’s greatest threats and to conquer their most pressing imperatives. It empowers women to own their value and to step into their most ambitious leadership role yet: in the boardroom, in the C-suite, as a founder, or as an investor. At the heart of Athena’s mission: coaching remarkable senior women leaders to fully own their value and to step into bigger roles. Athena also guides CEOs, venture firms and corporations to evolve their approach to senior leadership development, to strengthen their boards, and to facilitate curated connections to remarkable female leaders. Learn more at AthenaAlliance.org.

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*: 7/26/2019 Mailto Link Identification Number: 1704
Frequently Asked Questions
  Lessons in Leadership and Branding: Q&A with Governance Expert Betsy Atkins
Identification Number 1702
Clearhouse
Lessons in Leadership and Branding: Q&A with Governance Expert Betsy Atkins
Publication Date: July 17, 2019 

What common mistakes do board candidates make?  Who are the corporate leaders that board members look to as role models? Is a nonprofit board seat a viable stepping-stone to public board service?

Veteran board member and entrepreneur Betsy Atkins was asked so many follow-up questions during a recent webinar interview hosted by Nasdaq, that time ran out before she could respond to them all.  As promised, we followed up with Betsy to get answers to those audience questions, which are listed below. 

If you missed the webinar, Betsy shared some fascinating personal anecdotes from her experiences as a serial entrepreneur and board member, so the replay is worth a listen: Lessons in Leadership and Branding.

Q: What corporate leaders are most inspirational to you and why?

Betsy Atkins: Jeff Bezos is really inspirational to me because for such a large-scale company Amazon (Nasdaq: AMZN) still innovates and is very decisive.  The fact that a company the size of Amazon continues to grow and innovate is fabulous.

The other person who is really inspires me is Hubert Joly, former CEO of Best Buy.  He’s now the executive chairman of that company.  He did something almost nobody has been able to do, which is take a company that has basically flat-lined and bring it back to life.  The Circuit City brand (which was for years Best Buy’s closest competitor) went out of business while Best Buy, under Joly’s leadership, went from diminishing growth back to growth.

I’ve seen estimates that only four percent of companies go back to growing after they flat line.  That's why we're all so excited about Satya Nadella's success in repositioning Microsoft - it’s rare to successfully take a company that is not growing, and hasn't grown for multiple years, and find a way to bring it back to growth.  I think it’s amazing when that happens. 

Q: Is there a board out there you aspire to join and, if so, what makes that board fascinating to you? 

BA: I definitely would join Amazon if they invited me.  I think Novartis is a fascinating board and so is Gilead Sciences. Novartis at its scale as a pharma company has done an incredible job on product development, on distribution, and on successfully integrating a big merger.  Gilead is way out front of everybody else on solving the issues associated with viruses—I believe they do the most innovative work on viruses on the planet. 

Q:  What is the most common mistake you see made in the boardroom?

BA: Poor emotional intelligence (EQ). Everybody who gets to the board room normally has high IQ but doesn’t always have great EQ or people skills. Poor EQ can materially impact the working relationships and effectiveness of a board. 

If you become a board member, learn to read the room. If you pay close attention, body language from your fellow board members will tell you whether you’re chiming in too frequently or talking too much or if your comments are resonating.

Q: If your goal is to join a corporate board, is joining a nonprofit board a good first step?

BA:  It depends on the board.  There's a range of nonprofit boards.  If it's a big university board where all they want from you is fundraising connections and your checkbook, I don't know that you're going to learn a lot there. 

Now, if it's a smaller board that wants your help and expertise to execute the substance of the mission and to help craft and execute strategy, that kind of experience is very relevant to future corporate board service.  For example, let's say you're serving with a regional Big Brother Big Sister organization in your town and you're helping with program development and strategies like building the pool of people who come in to do the mentoring of boys and girls or building relationships to identify a pool of at-risk children to be mentored—those experiences are relevant to public board service.

Be mindful when you pick a nonprofit that you're learning portable, transferable skills that you can articulate (other than just fundraising), that you are learning to support and guide how the operation works, how it grows, how it progresses, and how it handles problems.  Those skills would all apply.

Q: What are your thoughts on serving on advisory boards?

BA: I think advisory boards are outstanding—if they are engaged. A good advisory board can add a ton of value and really help move a company forward, so serving on one can teach you a lot.  Additionally, an advisory board can become a feeder for the board room if you make good connections.

Q: Are there common mistakes board candidates make that eliminate them from contention early on?

BA:  There are two that come to mind.  First, remember that subconsciously people want to know whether a candidate is a culture fit, which means appearance is important. A candidate should try to mirror the style and appearance of the company’s leaders. If company culture has executives buttoned up and wearing jackets and ties, then don’t come to a board interview in jeans. If company leaders wear hoodies and sweats, don’t show up for a board interview in a stuffy suit.

Second, don’t talk too much about yourself.  If you don’t ask questions and listen carefully to the answers, not only will you turn off your interviewer, but you won’t learn much about the board you seek to serve on. The ideal ratio is 65% listening and 35% percent talking.

Q: Did you have a mentor in your career and if so, how did this relationship change you?

BA: My greatest mentor was my mother. She always pushed me to believe anything is possible and to dream big.  She helped me reinforce that attitude with a “never quit trying” work ethic that has served me very well during my career.

Q: What is the best way to close the loop after you apply something you learned from a mentor?

BA: I think it is incredibly important to either call or write to your mentor and let them know that you have applied their insights and how it has been valuable. Mentors want to know that they added value to your career and that the time they spent with you brought meaningful results.

Q: A lot of boards seek millennials now for board positions, feeling they have more relevant expertise. There are a lot of talented, experienced women in technology who are not millennials who are being overlooked.  Do you have any advice for women in technology to get noticed?

BA: I think the most effective way to be noticed is to go out of your way to build a network by helping others and doing favors for people. I think if you extend yourself in multiple acts of unsolicited assistance, you build up the good will to go back to the network and ask them for an introduction or advice. It’s like a bank. You can’t withdraw unless you’ve already deposited.

To listen to a replay of the webinar, visit Lessons in Leadership and Branding>>

For more advice on board readiness, read Get Board Ready with Veteran Corporate Director Betsy Atkins>>

***

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 Covetrus (Nasdaq: CVET), Wynn Resorts (Nasdaq: WYNN), and SL Green Realty. Betsy is also the author of Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director and Behind Boardroom Doors.

 

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*: 7/17/2019 Mailto Link Identification Number: 1702
Frequently Asked Questions
  Cardlytics Shares 7 Lessons to Help Your Company Transition from Start-Up to Successful IPO
Identification Number 1693
Clearhouse
Cardlytics Shares 7 Lessons to Help Your Company Transition from Start-Up to Successful IPO
Publication Date: May 02, 2019 

In February of 2008, two colleagues from Capital One launched a new fintech company with the goal of unlocking the hidden value of purchase data aggregated from the nation’s banks and financial institutions.  When Lynne Laube and Scott Grimes co-founded Cardlytics (Nasdaq: CDLX), they launched a whole new industry.  Their platform, built within banks’ digital channels, analyzes purchase data to help banks increase customer loyalty and engagement, help advertisers drive revenue and brand awareness, and help consumers save money on everyday purchases 

Nearly 10 years to the day they founded Cardlytics, Lynne and Scott were ringing the opening bell at Nasdaq to celebrate taking the company public. We recently spoke with Lynne, COO of Cardlytics, and asked her to share the lessons she and Scott learned during their 10-year journey from start-up to IPO. 

1. Find early champions to help you launch.

Scott Grimes and I knew we had a great idea, but it was untested and required access to customer data at a time when companies were beginning to grasp the inherent dangers of cyber-security threats and vulnerabilities. We would not be here today if we hadn’t had help along the way.  In Cardlytics’ early days, one of our board members gave us great advice on how to build a company. Even more importantly though, he introduced us to a variety of financial institutions, which led to our very first deal with a big bank. That partnership would never have come to fruition without his initial introduction.

Help can also present itself through a particularly strong customer advocate. In the case of our first launch with a large, national bank, we worked with a man named Jason. Banks are very risk-adverse in nature, and our experience proved that there are far more bank employees who will say “no” to an innovative, new idea than who are willing to say “yes.” Jason said “yes,” putting his own reputation on the line. He believed in our product almost as much as we did. We're so thankful for his support. We wouldn’t be where we are today without Jason and the many other proponents who saw Cardlytics’ potential and fought for us! 

2. Keep your ear to the ground.

Absorb all of the stories you hear and learn from them. Listen to feedback from customers and partners and ensure that you’re doing all that you can to meet their needs. Learn from the celebratory endings and also from how people and companies have recovered from the hard times, both as private and public organizations.

3. Never give up but know when to pivot—and when you do, pivot very, very quickly.

Like many start-up entrepreneurs, Scott and I experienced a number of corporate “near-death experiences” that forced us to embrace the importance of perseverance. Early on in Cardlytics’ history, our car broke down—and then caught on fire—on the way to an important meeting.  We were agile and determined enough to get there anyway, against all odds.  

Play to that “never say die” strength, but also have the judgement to change course when necessary without letting go of your overarching vision. To this day, we’re constantly putting out unpreventable fires, absorbing feedback from our brand clients and banking partners, and adjusting our solution accordingly. That’s why Cardlytics now works with the three largest banks in the U.S.  During our last earnings call, we reported a 30% increase in the number of marketing clients that are spending more than $1 million with us.

4.  Leverage your entrepreneurial skillsets when transitioning to a public company. 

No one else is going to believe in your idea the way you do. Throughout our time running Cardlytics, Scott and I have derived strength and determination from the knowledge that we’re not just building a company, we’re building an industry that meets a pressing business need for banks and brands alike.

Being an entrepreneur and starting your own business, no matter who you are, requires a good amount of grit. The same is true of taking a company public. Many of the skills that make Scott and me good entrepreneurs also translate to our lives as public company executives.

For example, we founded Cardlytics in the spring of 2008 – having no idea that the U.S. would suffer from a global, economic meltdown just a couple months later. Needless to say, it was an incredibly bad time to be raising money from investors. The stress was insurmountable, and even though we knew we had a great idea, we weren't sure we were going to get any funding. We were kicked out of every bank we met with, but we didn’t give up.

Convincing investors why Cardlytics was worth their time and money during our pre-IPO roadshow was a similar experience, despite having ten years of proof points demonstrating our success. Thanks in part to a market correction that occurred right before we went public, it certainly wasn’t easy. Half of the companies who had IPOs scheduled for that week backed out, but we made it through with flying colors thanks to our perseverance and amazing support from the Nasdaq team.

Despite our many set-backs over the years, we kept pushing, believing and trying. Maybe the stars aligned, or maybe grit carried us through. Either way, we celebrated every single success, big or small, and never gave up. We’re continuing to use this strategy in the public sphere.

5. Deliberately build networks that support you through each stage of growth.

Starting a company (and then taking it public) will take more time, energy, dedication and money than you expect. Being a leader can be a lonely process, which is why I always tell entrepreneurs who are entering a new stage of corporate growth to surround themselves with people who compliment their skill sets and build a peer network.

At Cardlytics, we’re lucky enough to have a lot of strong, visionary leaders – many of whom have been with us from the very beginning. But for me, having a co-founder, someone who is the “ying” to my “yang,” has been critical. Owning a company is nonstop, and it never goes away. I was an extremely dedicated employee to the various companies I worked for previously, but at the end of the day, I went home and could turn it off for the evening. Being an entrepreneur is never just a job –Cardlytics is my third child – and I’m so thankful to have a co-founder to share the wins and losses with.

I also think that entrepreneurs should form a network of peers to bond and connect with. All entrepreneurs are different, but we have common themes: we all have a little bit of crazy, we all have “near-death experiences,” we get a little bit lucky sometimes, we have tenacity and we try. Starting a company can be very lonely, as can the process of taking one public, so having other entrepreneurs to relate to and share stories with can make all the difference.

6. Stay true to your core values—even after you go public.

Transparency and authenticity have always been two of my core values. It’s been a bit of a change for me to have lots of projects I’m currently working on that are super cool, but I can’t say a word about because of various legal or contractual restrictions. As someone who wants to be completely transparent with employees, being limited in terms of what I can share is a difficult transition to make. Learning how to be authentic and transparent in a public company environment is something I've been working hard to excel at.

One of the ways I’m attempting to do this is a carry-over from our private company days. To help my team thrive, I personally provide ongoing, two-way dialogue to listen and be open to feedback from all levels of the organization.  Scott and I co-host regular, judgement-free open forum discussions. The wonderful thing about connecting with our employees in an open, trusted setting is that we always leave with a new piece of information, or a new idea, that we didn’t have before. And we act on it!

In addition, I personally meet with every new employee who joins Cardlytics to enforce our culture of authenticity. I also host an intimate new hire meeting where I share my vision and goals for the company, explain why we created Cardlytics in the first place, discuss our culture, and answer any questions. I do this because I have an expectation that if someone sees something that looks wrong or broken, I want them to be able to come to me with their concern and/or advice for a resolution. I can’t expect our people to share ideas with me if we’ve never had a conversation, and I want them to know that I’ll show them the same respect.

7. Build a best-in-class corporate culture from day one.

Not only am I proud of our successful IPO on Nasdaq, I'm also proud of the industry and culture we’ve built, which has earned us recognition from highly respected organizations.

Since we launched Cardlytics 11 years ago, we've been able to create more than 400 jobs in multiple cities and countries, and I’m extremely pleased to say that most people who work here actually do love their job. We humans spend more of our waking lives at work than anywhere else, so it’s important that work is a place we want to be. At Cardlytics we rally around each other, we support each other, and we lift each other up. We want our people to be fulfilled on both a professional and personal level. Our offices are a clear example of this philosophy, too, because we don’t have offices! We built an open environment so that people can talk to each other, learn from each other, collaborate, and engage.

We very much strive to create an environment where employees can be their best selves and share their passions, and we empower them to drive those passions with innovation and excitement. To name just a few examples, we offer regular Days of Service where employees are given the opportunity to volunteer at various nonprofits, host group activities like ping-pong tournaments and “Cardfit” exercise classes and sponsor ongoing education sessions promoting workplace diversity and inclusion, among other critical topics.

***

Cardlytics, Inc. (Nasdaq: CDLX) partners with financial institutions to operate a purchase intelligence platform that helps make marketing more relevant and measurable while promoting customer loyalty and deepening banking relationships.  Headquartered in Atlanta, Cardlytics has offices in London, New York, San Francisco, and Visakhapatnam. 
Publication Date*: 5/2/2019 Mailto Link Identification Number: 1693
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
  5 Ways Governance Teams Can Step Up Their Proxy Season Game for 2019
Identification Number 1682
Clearhouse
5 Ways Governance Teams Can Step Up Their Proxy Season Game for 2019
Publication Date: February 14, 2019 

To help governance professionals understand and address the evolving concerns of shareholders, Martyn Chapman, head of strategy for Nasdaq Governance Solutions, together with Dan Romito and Ben Maiden from Corporate Secretary, recently hosted a webinar.  Among other things, our hosts shared these five ideas to help governance professionals step up their proxy season game for 2019:

1) Hold virtual or hybrid annual meetings.

 Virtual and hybrid annual general meetings (AGMs) are becoming increasingly popular, particularly in the U.S. where shareholders are often dispersed over a very large geographic area.  If your company hasn’t yet implemented virtual attendance at AGMs, it isn’t too soon to begin planning for next year. Following are some key considerations when preparing to transition to virtual annual meetings:

  • Engage a vendor that provides robust and reliable technology.  There are already many providers in this space, and a number of them partner with registrars and transfer agents. 
  • Investigate legal and regulatory requirements.  Whether an annual meeting is virtual or hybrid, meeting requirements still apply, including those that govern notice, decorum, attendance, material display, and voting, among others.   The company’s articles of incorporation and/or bylaws may need to be amended to provide for virtual annual general meetings.   Among other things, amendments should cover any failure in technology, even if it affects only one or a few shareholders.  For example, the chair may not be able to put forward a resolution to shareholders to adjourn a meeting if there is a severe technical problem during a fully virtual meeting, so the articles should provide the chair the ability under these circumstances to adjourn the meeting without a resolution.
  • Consult with major stakeholders.  Most companies will want to consult with their key shareholders to be sure they are comfortable with virtual general meetings.  Some shareholders may react adversely if there is a long-standing tradition of well attended physical meetings.  Putting forward a resolution to ratify amendments to the articles of incorporation to hold virtual AGMs is a good opportunity to discover shareholder appetite for a virtual or hybrid meeting format.  Other stakeholders to consider are service providers, registrars and transfer agents, and any vendors who would be providing technology.

2) Control your company’s ESG narrative to neutralize potential shareholder proposals.

 Environmental, Social and Governance (ESG) issues are here to stay.  Morrow Sodali’s 2018 Institutional Investor Survey states this unequivocally: “ESG issues are either fully integrated or progressing towards full integration with investment decision-making.” That survey listed the following ESG topics as top concerns of institutional investors:

  • Board skills and experience.  Investors are focused not just on the reputation of a board member but the skills that individual brings to the table.  If a board lacks a critical skill such as cyber security experience, investors will likely become concerned. 
  • Climate risk disclosure.  This issue is industry and sector dependent because some industries have a bigger impact on climate than others.  But investors are not just concerned about a company’s impact on the climate—they also want to know that companies are assessing the impact of climate change on the long-term sustainability of their core businesses and taking steps to prepare for that risk. 
  • Executive compensation.  Investors are wary of what they perceive as excess compensation or excess severance.  For context on what index funds view as “excess,” BlackRock outlined their perspective on executive pay in their 2018 stewardship guidelines.

Companies are increasingly finding that better engagement on ESG issues leads to shareholder proposals being dropped—or not filed in the first place.  Best in class engagement is proactive engagement, because by the time institutional shareholders reach out to you with an issue, they often already have made up their minds. 

3) Explain your company’s human capital management strategy.

Human capital management (HCM) has become an investment issue.  Massive amounts of data can now be accessed and analyzed across a multitude of companies, which has allowed investors to unearth correlations between human resource initiatives and investment outcomes.  Investors are keeping a closer eye on labor markets.  In BlackRock’s 2018 stewardship guidelines, they reported “In light of evolving market trends like shortages of skilled labor, uneven wage growth, and technology that is transforming the labor market, many companies and investors consider robust HCM a competitive advantage.” 

Companies need to articulate how they’ve established themselves as an employer of choice for the workers they depend upon. The company’s approach to HCM, including employee development, diversity, a commitment to equal employment opportunities, health and safety, supply chain, labor relations, and labor standards, is viewed as a factor in the continuity—and ultimately the success—of the business. 

BlackRock is a good litmus test on investor attitudes towards HCM, and they are encouraging companies to go a step beyond providing commentary and begin to bring transparency to HCM data and practices.  Investors know that companies possess data on their workforce to help investors distinguish companies that are managing HCM matters more strongly than those who are not. 

4) Help investors understand how data is protected and utilized.

2018 was a year chock full of stories in the media about data breaches and data sensitivity issues, stories that adversely impacted a wide variety of companies.  Society in general—and investors in particular—were caught off guard by the manner in how data is protected and utilized.  Yet a vast majority of companies still don’t disclose (to the degree that investors would prefer) what they actually do with their data and how that data is protected. 

Given the trajectory of big data, investors generally understand that data will continue to be utilized in new ways, but they want more disclosure and transparency (especially from a risk management perspective) around how that data will be protected and utilized, both now and in the foreseeable future.

5) Create a cyber risk management dashboard and give the board access to the CISO.

Cyber risk management covers a broader spectrum than data protection, and while investors do not expect all board members to possess deep cyber security expertise, they do want assurance that the board has incorporated cyber security oversight into the risk management process.  Corporate secretaries and other governance professionals can support the board in this effort by ensuring the board has some form of dashboard or metrics that provide a regular overview of the strategic implementation of the company’s cyber risk program.

Because cyber risk is so technical in nature and changing so rapidly, another best practice is to ensure that the board has access to the CISO (chief information security officer).  The corporate secretary can play a key role in helping to bring together board members and those responsible in the organization for the implementation of cyber risk management. For example, it can be very useful to buddy up particular board members with the CISO, especially board members who are on committees tasked with cyber security and/or risk management oversight.  Some companies schedule private management meetings between board committee chairs and the CISO to get a better grasp of the issues. 

Listen to the full webinar: Looking Ahead: How GRC Teams Can Prep for 2019>>

***

Martyn Chapman serves as Head of Strategy for Nasdaq Governance Solutions, supporting product development and commercial strategies for Nasdaq’s flagship governance offering, Nasdaq Boardvantage. He has over 15 years of governance industry experience serving boards of FTSE100 and Fortune 500 companies with a focus on innovating corporate governance practices through technology.

 Daniel Romito is Global Head of Investor Analytics at Nasdaq where he oversees Nasdaq’s Strategic Capital Intelligence team, Insight360 Analytics Platform, and ESG index consulting and manages a global roster of advisory clients. His advisory work focuses on consulting management teams across the globe on optimizing capital allocation strategies, mitigating risk within their shareholder base and identifying opportunistic investors.

 Ben Maiden is editor of Corporate Secretary, a digital and print platform providing a forum where governance experts and service providers can share their experience, insights and best practice recommendations on a wide range of critical governance issues. 


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Publication Date*: 2/14/2019 Mailto Link Identification Number: 1682
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
  Good Governance: A 2019 To-Do List for Your Company's Board
Identification Number 1674
Clearhouse
Good Governance: A 2019 To-Do List for Your Company's Board
Publication Date: January 16, 2019

Each year, corporate governance changes with the times and the priorities of investors. This year's governance checklist shares updates on three issues from last year, along with a number of new challenges. In this post, veteran director Betsy Atkins encourages companies (and their boards) to kick off 2019 by focusing on the following seven priorities.



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1. Keep an Eye on the Regulatory Landscape

Each year seems to bring a new watershed governance issue. 2017 was the year of the activist, with an unprecedented volume of activism and proxy actions not just across the U.S. but globally as well. 2018 was the year of #MeToo, a movement that led to the boards of numerous iconic companies scrambling to defend their corporate brands and investigate CEOs accused of sexual harassment.

I expect 2019 to be the year that regulation impacts a variety of businesses. I’m not just referring to high-profile issues, such as the data use and protection regulations being debated for internet goliaths. Sitting on the Wynn Resorts board has taught me that navigating the gaming commission and regulatory compliance is worse than trying to get top secret clearance. Almost every industry has a regulator they are dealing with, and companies that do business globally must navigate a complex regulatory landscape.

For example, a new law passed recently in India goes into effect in February and will limit online sales through Amazon and Wal-Mart. Both companies have bet billions of dollars on the upside of the online retail market in India. Combined, they represent 83% of the Indian online retail market through affiliate relationships, but that new regulation is going to cap online sales through affiliates at 25% via any one online marketplace.

Boards need a window into how upcoming legislation may impact company operations, so they can plan how to help influence and shape it. As regulatory compliance becomes more complex, it should become an annual best practice for board members to ask management to share the 1, 3, and 5-year regulatory agenda. A proactive approach is far better than winding up on the back foot when new legislation is passed.

Nasdaq does an excellent job keeping an eye on the regulatory landscape and participates actively in the debates that shape legislation that will impact its listed companies. The U.S. Securities and Exchange Commission (SEC) employs committees and roundtables to energize public policy discussions affecting public companies, including a recent roundtable on Proxy Access that covered issues about technology and proxy plumbing as well as the rules surrounding proxy advisors and how shareholders can introduce proposals. Another issue of interest that the SEC is looking to advance in 2019 includes a review of the quarterly reporting process for U.S. public companies.

Read More: It's Time to Fix the Proxy Process >>

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2. Review Your Board's Composition

Diversity of board composition is now a front and center topic.

Gender diversity is a must, as companies that fail to proactively address it are going to be under increased scrutiny. Starting in 2020, ISS will note “NO” on re-election of nominating and governance committee chairs if their company does not have at least one woman on their board. Many gender diversity advocacy groups are now aiming towards a near-term target of 30% of public company board members being female. If companies fail to make progress on this issue, there could be more legislation like the new board diversity law that passed in California and the mandatory women on boards bill recently introduced in New Jersey.

Diversity should also be more broadly defined as cognitive diversity, which is the diversity of thought achieved in a group with diversity of ethnicity, age, and demographical geography as well as gender. Experience as a CEO or top corporate executive is no longer a must-have credential for board service. Only 35% of the new S&P 500 directors are active or retired CEOs and other C-suite leaders, down from nearly half (47%) a decade ago. Look for new resources for board members in order to improve the diversity of thought on the board.

Another 2019 must is a digital director on the board. There can be little doubt in today's business environment that adding board members with broad experience in technology (including software, services, cloud, analytics and artificial intelligence) will bring critical insights into the boardroom. There is not a business listed on Nasdaq that cannot apply technology to generate efficiencies in some way, whether to reduce the costs of supply-chain management or take friction out of the customer journey or revolutionize the industry’s business model. Look at the birth of sharing economies like Airbnb and gig-enabled businesses like Uber, Lyft, and Thumbtack.

The velocity of change and disruption has shrunk the average lifespan of companies; pretty much half disappear within a decade. The biggest risk to companies today is that they don't stay contemporary which makes cognitive diversity critical to maintaining a vibrant and sustainable business model for shareholders.

Read More: 2018 U.S. Spencer Stuart Board Index Highlights >>

Read More: ISS 2019 Proxy Voting Guidelines >>

Read More: The Digital Boardroom: Industrial Boards Are Looking for More Tech-Savvy Directors >>

Read More: Five Ways to Raise Your Board's Digital IQ >>

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3. Embrace Environmental, Social and Governance (ESG) Issues

A robust ESG program can open up access to large pools of capital, build a stronger brand, and promote sustainable, long-term growth. 2019 is the year boards have to proactively embrace ESG if their companies haven’t already.

ESG investments are estimated at over $20 trillion in assets under management—representing one of every four dollars under management. These tend to be stickier pools of capital that help promote sustainable, long-term growth. And, as the competition for talent increases and companies seek to be attractive to the millennial workers who already make up a third of the workforce, companies need to articulate a higher purpose. ESG is an excellent framework for explaining your company’s values and mission and purpose.

The low hanging fruit on the ESG tree is creating a baseline to bring visibility to the sustainable business practices the company has already adopted. Most companies are doing many good things in the ESG realm, but they're not measuring them or articulating them to investors. These might include environmental and sustainability reports; social employee initiatives around inclusion, gender diversity, anti-harassment, or anti-predatory practices; or better governance practices in general.

Companies also need to begin the operationalization of measuring ESG initiatives, and there are resources like MSCI and Sustainalytics to help companies identify which ESG criteria make sense for their industry.

Board members should ask their management teams to come forward with a plan to articulate the company's ESG position during 2019. If a holistic ESG program is too big to tackle in the near term, challenge management teams should come forward with a baseline and develop an ESG program to implement and publicize in 2020.

Read More: Strong ESG Practices Can Benefit Companies and Investors: Here's How >>

Read More: ESG Investing and Your Company: Is Your Board Ready? >>

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4. Proactively Engage Major Shareholders

There has been a sea change with regards to in-person shareholder engagement during the past several years. It used to be that CEOs held an analyst call once a quarter and followed up afterwards with a few major funds that were big shareholders. Now, index funds are disproportionately dominating the shareholder base, and they are creating in-house governance groups to monitor governance practices and issues within their portfolio companies. In a trend that began quietly but is picking up pace, index funds are requesting visibility from the board, including the chairman, lead independent director or compensation committee chair (it varies depending on the issues that the fund is sensitive to).

Boards should proactively ask their companies' governance teams if major shareholders want access to board members, and if so they need to determine which board members will engage in direct outreach (under management guidance of course), target the major shareholders they will visit, and determine what issues should be discussed.

Companies with large hedge fund ownership should proactively seek to engage these shareholders as well—don't wait for them to come to you, especially if an issue is brewing. Hedge fund activity by means of shareholders proposals continues to decline, but only because they have refined their tactics to stir public debate on their portfolio companies' business strategy and agitate for change without making a single SEC filing.

Read More: Corporate Governance Teams, Investor Relations, and the Changing Governance Landscape >>

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5. Quantify and Assess Tech-Readiness of the Company

Every company is a technology company in some way, and all boards should be continuously researching macro trends in technological innovation and digital enablement. These trends include robotic process automation, data analytics, artificial intelligence (AI), and machine learning. Disruptive technologies have the power to transform your business - delighting consumers, bringing efficiencies to supply chains, and lowering costs.

Hand-in-hand with keeping up with technology trends is ensuring the company is ready and able to adopt those new technologies. The ability to apply innovative technologies to the business is so significant to a company's viability that it should be of equal or greater concern to the board than cyber security. Boards need to consider developing a framework or template to assess the technology enablement of a company holistically: Are the company's software development and R&D teams continually updating their skills? Does the company's website convert sales leads? Does the company have omni-channel sales capabilities? Are ERP systems integrated? Is data analytics being deployed in decision making? Are there areas where machine learning and AI could save time and money?

Boards must routinely assess if the companies they are leading are laggards or frontrunners in technology enablement; if not, they risk becoming blindsided by technology like Blockbuster was by the streaming of video content.

Read More: 5 Ways Companies are Transforming Their Businesses with Machine Learning >>

Clearhouse
6. Develop a Social Media Crisis Management Plan

2018 taught us that we live in a real-time social media world, where a crisis is playing out in the public domain before the company has a chance to deal with it. Hours are the new days when it comes to social media crisis management. This has been true for a few years for business-to-consumer companies, but business-to-business companies are going to face this new reality too.

To make the most of those first precious hours after a crisis occurs, update the company's crisis management plan to be social media centric, with the top ten social media disasters or risks already thought through and on-the-shelf responses prepared.

The company should engage an outside social media consultant as a crisis partner. The firm should specialize in social media communication—not just offer social media as part of a larger traditional PR firm. Social media firms have a whole different network of getting the message out there and understand that crisis management requires a whole different approach.

Starbucks (Nasdaq: SBUX) is a great example of how to handle a social media crisis. When there was an allegation of racial bias leveled at Starbucks front-line staff, the whole company shut down and immediately retrained all of their employees. Starbucks' response to this crisis ultimately enhanced their company brand.

Read More: Managing Brand Risk in an Age of Social Media >>

Read More: Build Your Social Media Crisis Management Plan in 10 Steps >>

Clearhouse
7. Review Retirement Policies for C-Level Executives and Board Members

The model of corporate board service as a part-time gig for retired CEOs who are coaching with corporate playbooks from the '80s and '90s doesn't work anymore. The rate of change has accelerated so dramatically that a board slate of contemporary perspectives and experiences has gone beyond a competitive advantage to become a necessity of survival.

That doesn't mean companies should rush to stack their boards with millennials. Experienced executives bring wisdom and big picture perspective that is acquired through decades of experience. Contemporary perspectives are not age dependent, but rather engaged dependent. Boards need seasoned former executives who have remained deeply engaged in the business world and are dedicated life-long learners.

That said, it's important to strike the right balance between experience and ensuring the board has new and evolving skill sets critical to navigating the exponential rate of change. Mandatory retirement ages for board members, tied to board refreshment planning, are an effective way for a company to onboard the evolving skill sets and modern perspectives it will need in the boardroom in the next 3-5 years. Just be sure those policies allow for special exceptions, so exceptional talent and wisdom isn't lost due to an arbitrary age limit.

Companies should also review their executive retirement age policies before it becomes an issue and an exception must be made to keep valuable C-level executives as it did at Merck.

Read More: Board Refreshment: Finding the Right Balance >>

Read More: CEOs & Mandatory Retirement Age >>

***

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 Cognizant Technology Solutions Corporation (Nasdaq: CTSH), Wynn Resorts (Nasdaq: WYNN), Schneider Electric, and a private company, Volvo Car Corporation. She previously served on the board of directors of The Nasdaq Stock Market LLC and as CEO and Board Chairman at Clear Standards.
Publication Date*: 1/16/2019 Mailto Link Identification Number: 1674
Frequently Asked Questions
  Try These 5 Ideas to Foster Better Dynamics in Your Boardroom
Identification Number 1675
Clearhouse
Try These 5 Ideas to Foster Better Dynamics in Your Boardroom
Publication Date: January 23, 2019

Boardroom dynamics can make or break the effectiveness of a board. This could be why more than 600 governance professionals signed up for a recent webinar co-hosted by Martyn Chapman, head of strategy for Nasdaq Governance Solutions, and David Shaw, editor and publishing director for Directors & Boards magazine. While the webinar focused on the Seven Tactics to Engineer Better Boardroom Dynamics per a recent Governance Clearinghouse post, our hosts also brought new insights to executing these tactics, sharing these five new ideas that governance professionals can use to re-energize and refresh the dynamics in their own companies' boardrooms.

1) Design and implement a "reboarding" strategy.

An emerging practice, one the governance community may be hearing more about, is "reboarding." Reboarding is a process of re-energizing and refreshing the board without changing any of the existing players. 

Reboarding is useful for directors who have been on a board for a very long time, or for an organization that has changed its business or operational paradigm significantly during the tenure of the existing board. For example, if a corporate board has pivoted its focus to more technology-based business operations, such as expanding from traditional retail stores to online selling, it will need to change its approach. The re-boarding process can help a tenured board better understand how the business operates in its new domain, as well the new risks (such as cyber risk) that the company faces.  Re-boarding could become a useful element of continuing professional development for a board.

Whether onboarding a new director or reboarding tenured ones, it’s important to look at the particular passions, expertise and backgrounds of board members.  The program should be individually tailored to ensure each member has access to the right information and makes the right connections with appropriate members of management.

2) Encourage communication between board members and management outside of the boardroom.

Ideally, board members "keep their noses in but their fingers out" of running the business.  Boards walk a fine line between immersing themselves in company business and encroaching on the role of management, so any engagement between board members and management should be carefully supervised.  A strong Corporate Secretary has the institutional knowledge and cultural fluency to be the key person in the organization to facilitate communications between board members and management that take place outside of board meetings.

The appropriate level of engagement between the board and company management is defined by a company's corporate culture and should be shared with board members during the onboarding process. 

3) Bring the business to life with site visits.

Site visits are an excellent means of engaging board members and sparking knowledge sharing between board members and management.  Companies can host board meetings at sites that are of significant operational value to them, such as factories, storefronts, or mines.  New projects are also exciting to visit, such as a tunnel being built or a new research facility. These trips bring to life a better understanding of the business and foster a board that is more in touch with the company and its operations. 

4) Actively manage tension to minimize the likelihood that tensions escalate into conflicts.

Challenge and debate are key to a board’s effective oversight of management, stimulating new ideas and leading to robust decision-making.  When managed properly, tension and conflict form an integral part of boardroom dynamics.

There is a distinction between healthy tension and unhealthy conflict, and it is important to embrace the difference between the two. Tension, from a board perspective, is a disagreement which is uncomfortable but can be addressed by healthy debate.  Conflict arises when that tension becomes aggressive and escalates to unresolvable levels. 

There are three issues that tend to lead to tension and conflict in the boardroom:

  • people and personality matters (i.e., retention, recruitment, compensation);
  • historical disputes (issues and concerns that weren’t resolved, decisions where certain directors were not fully on board, transactions rife with conflict); and
  • decision making (fundamental disagreements over strategy or particular actions proposed by the board).

It is important to identify how tension and conflict present themselves in the boardroom. Healthy tension can present as discomfort when discussing difficult topics, during open exchanges of information, and when directors are engaged in robust debate.  Red flags that signify a conflict may be brewing are:

  • passive-aggressive behaviors, such as board members who do not engage in a discussion or are overly polite or detached when responding to difficult questions;
  • repeating a point;
  • overly interrogative or heavy-handed questioning;
  • pushing debate offline or out of the boardroom; and
  • physical actions such as slapping on tables, banging glasses or leaving the room.

Tension generally tips into conflict when discussions become emotionally charged.  There are strategies that the board chair, Corporate Secretary or CEO can take to manage tension and minimize the likelihood of tensions escalating into conflicts:

  • Explicitly acknowledge and address concerns during the board meetings.  Concerns that are ignored or not fully addressed can plant seeds for conflict later.
  • Hold face-to-face conversations between the chairman and the conflicted parties (either one-on-one or in a group). These conversations work best when the board chair targets individual members with specific issues ahead of board meetings in informal settings outside the boardroom. 
  • Remind board members of the higher purpose of what they are working toward, who they are working for, who they are representing.  The board chair plays a key role in that as well.
  • Sit opposing board members next to each other during board meetings.

5) Add an "extra" member to each board committee.

An emerging practice among company boards is to assign at least one more member to each committee than is required by listing rules. This provides a margin of compliance if a member is suddenly no longer available to serve, and also allows boards to more easily rotate one of the committee members each year.  Rotating committee memberships keeps viewpoints fresh, exposes board members to new aspects of company’s business and creates new working relationships between and among board members. 

Listen to the full webinar: 7 Steps to Better Boardroom Dynamics>>

Read the companion article: Seven Tactics to Engineer Better Boardroom Dynamics>>

***

Martyn Chapman serves as Head of Strategy for Nasdaq Governance Solutions, supporting product development and commercial strategies for Nasdaq’s flagship governance offering, Nasdaq Boardvantage. He has over 15 years of governance industry experience serving boards of FTSE100 and Fortune 500 companies with a focus on innovating corporate governance practices through technology.

David Shaw is editor and publishing director of Directors & Boards, a quarterly print and digital journal dedicated to the topics of leadership and corporate governance.
Publication Date*: 1/23/2019 Mailto Link Identification Number: 1675
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
  Corporate Governance Teams, Investor Relations, and the Changing Governance Landscape
Identification Number 1665
Clearhouse
Corporate Governance Teams, Investor Relations, and the Changing Governance Landscape
Publication Date: December 13, 2018

Meagan Tenety, Senior Advisory Analyst, Nasdaq IR Intelligence, recently sat down with Joan Conley, SVP and Corporate Secretary of Nasdaq, as she discussed her role, Investor Relations and the changing governance landscape. She outlined trends, best practices and tools for engagement for CFOs, Corporate Secretaries and IR teams.

How has institutional interest in ESG, and in particular, governance changed over time?

Conley: Governance used to be a check-the-box category. Over time it has become one of the most influential tools that institutional investors and activists use to evaluate the strength of the Board and an organization's leadership. The ESG conversations at the likes of Vanguard and BlackRock, and Warren Buffet's letters to stockholders show that investors are increasingly concerned with governance and the environmental and social issues surrounding companies. The environmental and social side of the conversation is evolving but governance issues are clearly defined and measurable and have become a focus area for institutional investors and activists alike.

Focusing specifically on governance, what data and information do the corporate governance teams use to make decisions?

Conley: Corporate Governance teams use varying sources of data:

1. Your IR team, CFO and/or Corporate Secretary/Governance Team

2. Engagement with institutional investor governance teams

3. Harvard Law School Forum on Corporate Governance

4. Thought leaders in the governance field

5. ISS

6. Glass-Lewis

There are limited data sets for corporate governance teams. The good news is that their sources are public so you can do the investigation yourself. More importantly, your team should be getting in front of the governance teams at the largest institutions to tell your story and continually engage these professionals.

What do you communicate publically to engage corporate governance teams and proxy voters?

Conley: Publically outline your proxy guidelines over time:

• This is what you said with regards to corporate governance

• This is what we heard from investors

• This is what we did

Listen to the feedback you are getting from institutional investors both through your meetings and through their proxy votes. It is equally as important to listen to your retail investors. Analyze your stockholder meeting votes looking for year-over-year changes. Document and follow up with engagement conversation and listening tours on an annual basis to discuss your progress given their feedback. Dialogue and listening is key here!

What are the key topics that governance teams are interested in?

Conley: Corporate Governance teams use varying sources of data:

1. Board

• Composition

• Skills

• Board Refreshment

• Board Evaluation

Board Composition needs to encompass gender and ethnic diversity and unique skill sets that align with the strategy and needs of your organization to achieve your strategic plan. It is not just checking boxes but, rather, having a truly dynamic, strategic and skilled board that will help guide your organization. In order to properly communicate with governance teams, IROs and CFOs need to understand where your board is today, communicate this to governance teams, and work with leadership to design a plan to reach your board composition goals.

It is important to note that board composition is not stagnant and needs to constantly be refreshed and updated as your company strategy evolves and grows. The evolution can be strategy changes, pivots or refreshes or reaching new market cap thresholds. Stockholders, stakeholders, institutional governance investor teams and retail stockholders want to know that your board is changing and growing to meet the strategic needs of your company.

2. Leadership

• Executive Compensation

• CEO Salary Ratio

• Goals for Executive Compensation

The governance teams really care about the metrics and milestones associated with executive compensation. Get to know the governance teams so that you can make sure your executive compensation structure is not leaving you exposed.

3. Environmental and Social

The field is growing with organizations assessing your company's ESG policies. We have yet to see a leader emerge in terms of measurable and actionable guidelines on environmental and social issues like ISS and Glass Lewis provide for governance. I look to the thought leadership in Europe to guide me on forward-thinking environmental and social issues. Nasdaq Nordics ESG Reporting Guide

What is your overall strategy in terms of engagement?

Conley: Regardless of the size of your team there are simple ways to engage in activities you are already doing for your shareholder clients. Be proactive. Identify and engage with these teams as soon as possible, come prepared for the meeting and listen carefully.

1. Be Proactive: Connect with proxy teams to bring them up to speed of progress on governance issues

2. Listen, document and follow through

3. Develop a quarterly engagement plan

Can you outline for us some actionable ways a CFO, IRO or Corporate Secretary can start to engage corporate governance teams?

Conley:

• Invite the governance team/proxy voters into meetings with portfolio managers

• Send most recent earnings reports ahead of scheduled calls and invite governance teams of top institutions to your quarterly earnings calls

• Invite governance teams to your investor days

• Let governance teams know when you are in town

• If there is a key issue that is made public, let the governance teams know immediately

• Conduct a GAP analysis of the largest institutions for their proxy voting guidelines and create an action plan

• Assess the content of all of the ESG questionnaires/your institutional investor preferences and then come to an agreement within your company on the key metrics

Lastly, any final advice when engaging governance teams?

Conley: Always keep in mind that:

• They don't want to only be brought in when there is an issue

• They know which companies engage with them and which do not

• They want a relationship leading into proxy voting season

A two-way dialogue is the preference for all governance teams. They want to know that they have the latest and most up-to-date information and are being heard when they raise concerns.

Overall, your team should be proactive as possible. Add governance teams to your travel and communications schedules and begin the dialogue. Through these relationships, you will lessen your exposure to governance risk and strengthen your organization's knowledge and best practices on governance issues.

For more insights from Joan Conley, read:

Seven Tactics to Engineer Better Boardroom Dynamics >>
Onboarding New Directors: Beyond the Board Manual >>

***

Joan Conley is Senior Vice President and Corporate Secretary of Nasdaq and its global subsidiary organizations and, in that role, is responsible for the Nasdaq Corporate Governance Program and Nasdaq Ethics Program. She also serves as Managing Director of the Nasdaq Educational Foundation and is a Director of the Nasdaq Entrepreneurial Center Board.

Publication Date*: 12/14/2018 Mailto Link Identification Number: 1665
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
  Four Essential Elements for Optimizing Your Board's Meeting Agenda
Identification Number 1629
Clearhouse
Four Essential Elements for Optimizing Your Board's Meeting Agenda
Publication Date: August 13, 2018

As board portal tools streamline—or in some cases completely eliminate—administrative tasks on the board's meeting agenda, valuable meeting time is recaptured for the board to focus on core fiduciary duties. A well-structured meeting agenda leverages that additional time to maximize productivity in the boardroom.

In this post designed to help Chief Governance Officers build a better governance framework, Joan Conley, Nasdaq Senior Vice President and Corporate Secretary, shares the four essential elements of an effective board agenda.

Each company's optimal board agenda is dependent upon a variety of factors, including how often the board meets, how long the board meets, and how prepared board members typically are. At Nasdaq, we find that these variables can be transcended by making executive and chairman sessions standard protocol for each meeting. We also utilize an extended agenda for every board and committee meeting.

Board meeting agendas at Nasdaq are of course built within the company's secure board portal, where they are accessible to the board (and committee) chairs and archived as part of the corporate record. Nasdaq's playbook for creating an effective board agenda includes the following essential elements.

1. Executive sessions. Nasdaq board members have a standing invitation to hold executive sessions before and/or after the general board meeting. These brief sessions (typically 30 minutes or less) are attended by independent directors only, without the CEO or a corporate governance officer in attendance.

Executive sessions provide an opportunity for board members to discuss internal issues that may have cropped up since the previous meeting, or recent developments impacting corporations on a national or global level. If the consensus is that certain areas of concern or particular interest merit deeper discussion, the directors then share those with the CEO during the chairman session or general session.

2. Chairman sessions. These sessions may be longer than executive sessions, lasting up to 60 minutes. Chairman sessions at Nasdaq are attended by all directors (including the CEO) and by the Corporate Secretary.

During the chairman session, each committee chair reports on matters discussed and issues of importance to the committee. The CEO highlights key areas of focus for the board meeting, and then asks directors to candidly share any current concerns. The CEO is debriefed on topics of interest raised during the executive session so he or she can offer perspective on which items are relevant to the company and should be added to the general session agenda. Committee meeting reports, which are highly confidential, are an important component of the chairman session.

3. Regular session. This general board session includes the participants of the chairman sessions, as well as any executive staff or department heads called upon provide reports and/or updates. The board reviews the corporate strategy, receives updates on strategic initiatives, reviews quarterly or annual financials, and discusses new and emerging issues.

The goal of optimizing the board meeting agenda is to ensure directors receive all pertinent information required to carry out their fiduciary duties, that they have a voice in the decision-making process, and they make the highest and best use of meeting time. The order and length of each session within a board meeting agenda will differ from company to company and even meeting to meeting, depending upon the scheduling needs of the board and topics to discuss.

4. Extended agenda. An "extended agenda" is a highly effective tool that keeps board discussions focused and ensures directors are fully engaged.

The extended agenda is the basic meeting agenda with a script and attendance list embedded into it. This tool is used by the chair as he or she presides over meetings. The script outlines what should take place, the order of meeting sessions, and who should be there. It references specific page numbers of board materials and slide decks, and includes the standard template language required to process through the meeting agenda, including opening remarks, motions, action items, invitations for additional questions, and dismissal of staff between committee reports. The extended agenda is finalized during meeting prep sessions with the board chairman, the CEO, and each committee chairman.

The extended agenda facilitates better board meetings by allowing meeting chairs to participate in discussions without the distraction of keeping Roberts Rules of Order top of mind. Nasdaq's extended agenda is a tool our board chairs find so useful, they often carry it over to other corporate boards on which they serve. It has a tangible benefit to the chief governance officer as well, serving as a robust outline for drafting the board meeting minutes.

For more insights from Joan Conley, read:

Seven Tactics to Engineer Better Boardroom Dynamics >>

Onboarding New Directors: Beyond the Board Manual >>

***
Joan Conley is Senior Vice President and Corporate Secretary of Nasdaq and its global subsidiary organizations and, in that role, is responsible for the Nasdaq Corporate Governance Program and Nasdaq Ethics Program. She also serves as Managing Director of the Nasdaq Educational Foundation and is a Director of the Nasdaq Entrepreneurial Center Board.

Publication Date*: 8/13/2018 Mailto Link Identification Number: 1629
Frequently Asked Questions
  Get a Handle on Critical Audit Matters
Identification Number 1627
Clearhouse
Get a Handle on Critical Audit Matters
Publication Date: July 30, 2018

Cindy Fornelli is the Executive Director of the Center for Audit Quality.

Last year, following approval by the Securities and Exchange Commission, the Public Company Accounting Oversight Board (PCAOB) adopted a new auditing standard that significantly changes the auditor's report—with equally significant implications for investors, audit committees and others. The new standard is now moving through an implementation period.

The identification and communication of critical audit matters (CAMs) is the most significant change required by the new standard. If you feel like you don't fully have a handle on CAMs yet, you're not alone. Here are some FAQs to help.

What is a CAM?

The CAMs requirement adopted by the PCAOB is intended to make the auditor's report more informative and relevant to investors and other users of financial statements. According to the new standard, a CAM is "any matter arising from the audit of the financial statements that was communicated or required to be communicated to the audit committee" and that:

  • relates to accounts or disclosures that are material to the financial statements, and;
  • involved especially challenging, subjective, or complex auditor judgment.

How will auditors determine whether a matter is a CAM?

The determination of whether a matter is a CAM is principles based, and the new standard does not specify that any matter would always be a CAM. The new standard specifies that an auditor, in determining whether a matter involved especially challenging, subjective, or complex auditor judgment, should take into account, alone or in combination, certain nonexclusive factors (as specified in the new standard), such as the auditor's assessment of the risks of material misstatement, including significant risks.

What impact will CAMs have on the communication between the auditor and audit committee?

The source of CAMs are those matters communicated or required to be communicated to the audit committee. PCAOB auditing standards already require a wide range of topics to be discussed and communicated with the audit committee, which in most cases means most, and that it is likely that all of the matters that will be CAMs are already being discussed with the audit committee. However, not every topic that is discussed with the audit committee will rise to the level of a CAM. The PCAOB Board believes there should not be a chilling effect or reduced communications to the audit committee because the requirements for such communications are not changing.

Could a significant deficiency in internal control be a CAM?

The determination that there is a significant deficiency in internal control over financial reporting cannot be a CAM because such determination in and of itself is not related to an account or disclosure. However, a significant deficiency could be among the principal considerations that led the auditor to determine a matter is a CAM. For example, if a significant deficiency was among the principal considerations in determining that revenue recognition was a CAM, then the auditor could describe the relevant control-related issues over revenue recognition in the broader context of the CAM without using the term "significant deficiency."

Will CAMs only relate to the current audit period?

The PCAOB requires the communication of CAMs identified in the current audit period. While most companies' financial statements are presented on a comparative basis, requiring auditors to communicate CAMs for the current period, rather than for all periods presented, will provide relevant information about the most recent audit and is intended to reflect a cost-sensitive approach to auditor reporting. In addition, investors and other financial statement users will be able to look at prior years' filings to analyze CAMs over time; however, the standard permits the auditor to choose to include CAMs for prior periods.

Will the auditor be the original source of information about the company in the auditor's CAM communication?

The new standard includes a note explaining that the auditor is not expected to provide information about the company that has not been made publicly available by the company, unless such information is necessary to describe the principal considerations that led the auditor to determine that a matter is a CAM or how the matter was addressed in the audit. The SEC has stated that they believe that situations where auditors would be required to provide information about the company that management has not already made public would be exceptions, arising only in limited circumstances, and not a pervasive occurrence.

What impact are CAMs expected to have on financial reporting?

Increased attention on CAMs could result in an incremental focus on aspects of management's related disclosures. This could result in discussion between and among management, the audit committee, and the auditor on how CAMs are described, and that may have an impact on management's consideration of the information to disclose in the financial statements related to that particular matter. Early dialogue among auditors, management, and the audit committee will be important.

These questions and much more are covered in a new publication from the Center for Audit Quality (CAQ), Critical Audit Matters: Key Concepts and FAQs for Audit Committees, Investors, and Other Users of Financial Statements. I invite you to read that report and to find more resources on auditor reporting at the CAQ website.

***

A securities lawyer, Cindy Fornelli has served as the Executive Director of the Center for Audit Quality since its establishment in 2007.


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*: 7/30/2018 Mailto Link Identification Number: 1627
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
  Bringing Lessons From #MeToo to the Boardroom: 7 Questions Boards Should Ask
Identification Number 1576
Clearhouse
Bringing Lessons From #MeToo to the Boardroom: 7 Questions Boards Should Ask
Publication Date: June 18, 2018

This article was originally published by MITSloan Management Review on June 7, 2018. With permission, minor changes to the text of this article have been incorporated in this version.

Boards need to be proactive in shaping a corporate culture that does not tolerate sexual harassment.

Has your board reflected upon the #MeToo and #TimesUp social movements, and about the continuing wave of CEO resignations amid misconduct allegations? Whether you are a member of the board of a public, private, or nonprofit company, procedures for addressing and preventing sexual harassment must be on your board's agenda. Directors need to do the right thing for employees, for customers, and for all stakeholders. The time for boards to act is now. Here are seven questions boards should ask.

As advisers to boards for a combined 40 years, we have had many discussions about the challenges facing companies. Understanding risk appetite and ensuring the company has a process in place for managing its risks is usually at the top of the list.

When we delve deeper into how boards manage risk, we often hear that different risks are monitored by different committees. For example, accounting risks come under the purview of the audit committee, and risks related to cash and stock incentive programs are monitored by the compensation committee.

But what about sexual harassment? Companies generally agree that while sexual harassment in the workplace is unacceptable behavior on the part of an individual, the ensuing silence or lack of consequences for the behavior reflects a problem with corporate culture — and, ultimately, culture is the responsibility of the entire board.

This begs the question: How do we monitor culture and focus board attention on preventing sexual harassment and misconduct at their organizations? Our answer, based on experience helping boards increase effectiveness, is that directors must first implore their board chair to put this topic on the board agenda. Even though it may be an uncomfortable issue, boards must start the dialogue about this "new" risk. To begin, we suggest directors ask the following seven questions:

How do our current policies measure up to best practices?

Too often, the board does not read company policies or require human resources leadership to review policies and procedures annually to gauge the effectiveness of the reporting process. Directors may think this level of review is "stepping on management's toes." However, the board must determine whether the company's current policies and procedures related to preventing workplace sexual harassment and discrimination are adequate. Asking HR how these policies are communicated and to define "best practices" is not crossing the management/board line. Directors should weigh in on whether the CEO and the management team are communicating the right message.

Do employees trust and use our procedures for reporting harassment?

While there are many methods and procedures organizations use for employees to report harassment or complaints, hotline calls to a company's dedicated ethics line are a good example. Board directors sometimes utter a sigh of relief when they hear there have not been any hotline calls at their organization, but it's a common misconception that few calls to the ethics line equates to a "good" company culture. In an open and trusting culture there are many calls — calls for how to handle a matter, calls for clarification, and, yes, some calls that report a potential problem. Informed directors ask how many calls are received in a given time period and require that calls be categorized.

The hotline is an early-warning system, and directors are looking for trends, not individual case details. Not only does this offer a chance for early intervention, it is also an indicator that employees trust the company will do the right thing. The more comfortable employees are raising issues, the lower the potential risk of the company mishandling a case of harassment. If an abuse or infraction of a policy happens, ensure it is treated fairly and consistently and that real penalties, rather than a slap on the wrist, are imposed.

When does the board get notified?

Keeping with our example of hotline reports, let's now think about how and when the board should be notified. We've found that real-time sharing of reports varies in organizations, but regardless of reporting structure, it's crucial that the full board be notified at least semiannually (though preferably more frequently) about trends and statistics of employee reports.

Directors should also understand the escalation protocols. For example, is there a mechanism to ensure that if a question is raised about the CEO's behavior, it gets immediately reported to the board chair? Ask if the right manager oversees incoming hotline calls and talk through the reporting procedures.

What is company culture like at the mid-employee level?

Boards have regular interaction with the CEO and senior executives. They convene at board meetings, strategize at retreats, and enjoy dinner together. Most often, camaraderie is genuine, and it may lead directors to believe that company culture is similarly positive.

But what about the next level down, with managers who directors see once a year, if that often? And what is the culture like among employees these managers supervise, and with whom the board never engages — how do these employees view the company?

To better understand a company's culture, directors might consider unstructured office tours. One director told us he learned more about company culture while walking around the operations floor than he did in the boardroom. Additionally, directors should ask to see the annual employee satisfaction survey results — and not just the cover page. Initiate a discussion with management about how a potential claim of sexual harassment might be handled in-house and how the board could better monitor culture.

Does the board composition need a refresh?

Companies are not static, and boards must evolve accordingly. A regular injection of new talent around the boardroom table will promote fresh ideas and a disciplined challenge to the status quo. Problems can fester when thinking becomes too insular and when no one takes a step back to deliberate on the culture of the business. One board director told us that the mere presence of a new director in the boardroom causes the conversation to change, but when the new director is a woman, this change is magnified.

Gender diversity on boards is a high priority among institutional investors. Additionally, female board members we spoke with reflecting on the #TimesUp campaign felt that if there had been support at the top of the company and better gender diversity on boards, then they might have felt comfortable speaking up earlier.

What's our crisis response plan?

Boards must be proactive in their thinking and planning around the issue of sexual harassment. Even when following best practices and promoting healthy corporate cultures, bad behavior can (and will) still occur. California provides a good example: Since 2005, employers in the state with more than 50 employees have been required to conduct two hours of sexual harassment awareness training for supervisors and executives every other year. However, what about the boards of directors for these companies? They need to be included in at least some part of this training as well.

Part of any crisis response plan requires getting ahead of a potential crisis, discussing these issues and establishing a culture of zero tolerance starting at the board level and then messaged throughout the organization.

How do we vet our board members and CEO candidates?

Sexual misconduct can be prevented, and prevention must be promoted at the top of the organization. While this is often articulated to be the case, the truth is usually more nuanced. Clearly, recent revelations highlight that we have lived in a culture where sexual misbehavior has been ignored, tolerated, and overlooked. Diversity in the boardroom can provide some mitigation in that it tends to curtail groupthink and group complacency. We need strong directors who will not be afraid to speak up or question unacceptable behavior within the organization they serve. It is easy to assume that directors, by virtue of their title, have the fortitude and wherewithal to do the right thing in all situations. But this is not always the case, and boards have a responsibility to interview and reference for these characteristics.

Instances of sexual harassment and other forms of sexual misconduct boil down to bad behavior, power abuse, and poor judgment within the organization. Failing to implement proper protocols around sexual harassment in the organization can lead to many problems including decreased brand reputation, litigation, and a variety of other risks, as well as the associated decrease in shareholder value. Boards must take the lead in fostering a respectful work culture.

***

Patricia Lenkov is founder and president of Agility Executive Search LLC. Known for her work on board diversity and a member of the Women & Leadership Advisory Council at Concordia University in Montreal, Canada, Lenkov holds a BA (with distinction) in psychology from McGill University in Montreal, and an MBA from Concordia University. She tweets @Patricia_Lenkov. Denise Kuprionis is founder and president of The Governance Solutions Group (GSG), a board advisory practice. Kuprionis is a senior fellow at the Conference Board's Governance Center, is a National Association of Corporate Directors Board Governance Fellow, and a visiting professor at Xavier University, Cincinnati, Ohio. She tweets @mdkup.


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*: 6/18/2018 Mailto Link Identification Number: 1576
Frequently Asked Questions
  Strong ESG Practices Can Benefit Companies and Investors: Here's How
Identification Number 1542
Clearhouse
Strong ESG Practices Can Benefit Companies and Investors: Here's How
Publication Date: June 5, 2018

Veteran board member Betsy Atkins presents a compelling argument for proactively addressing ESG issues through formal corporate governance policies.

Environmental, social and governance (ESG) issues should be a top concern of corporate management and boards. There was a time when a public stance on ESG issues was a public relations tactic. However, in today's rapidly changing business climate, attention to ESG issues is becoming critical to long-term competitive success.

Major institutional investors recognize this and are making it clear that they expect the companies they hold to take a proactive approach to ESG policies and messaging. In his annual letter to CEOs, Blackrock's CEO Larry Fink wrote "a company's ability to manage environmental, social, and governance matters demonstrate the leadership and good governance that is so essential to sustainable growth, which is why we are increasingly integrating these issues into our investment process." During the 2017 proxy season, State Street Global Advisors (SSGA) put this ethos into action by voting against the re-election of directors at 400 companies that SSGA said failed to make any significant effort to appoint women to their all-male boards.

The advantages of proactively tackling ESG issues go beyond appeasing institutional shareholders and creating a good public relations story. A robust ESG program can open up access to large pools of capital, build a stronger corporate brand and promote sustainable long-term growth benefitting companies and investors. Here's how:

1.   Strong ESG programs can increase stock liquidity.

Individual and institutional investors alike are investing massive pools of capital in corporations that proactively govern and operate in an ethical and sustainable manner. Sustainable and impact investing is actively growing at double-digit rates. In fact, according to the US SIF Foundation, total U.S.-domiciled investments using sustainable, responsible and impact (SRI) strategies, reached $8.72 trillion, an increase of 33 percent from 2014 and a 14-fold increase since 1995. That represents about one of every 6 dollars under management.

Investment research and consulting firms like Sustainanalytics and MSCI have developed indices that measure and rank companies based upon ESG criteria relative to their industry peers. The investment funds and ETFs that benchmark these indices are raising trillions of dollars to be deployed toward companies that execute sound ESG policies; these are long-term oriented shareholders that can potentially fuel demand for your stock.

Many investment firms are also incorporating ESG evaluations in their portfolio risk assessment, which is a telling indicator that capital will continue to flow towards companies with strong ESG programs and practices.

2.   ESG initiatives can unlock competitive value.

Companies that recognize the importance of adapting to changing socio-economic and environmental conditions are better able to identify strategic opportunities and meet competitive challenges. Proactive and integrated ESG policies can widen a company's competitive moat relative to other industry players.

Starbucks (Nasdaq: SBUX) learned this as they were trying to expand their market share in China. For years after entering that market, Starbucks struggled to gain momentum on expansion. They stumbled upon the answer when they offered healthcare to their employees' parents. Once they did that, sales growth skyrocketed and now Starbucks has 2,000 stores in one of the fastest growing markets on the globe.

Executives who take steps to improve labor conditions, enhance the diversity of their teams, give back to their communities, and take a stand on sustainable environmental policies also strengthen the company's brand. As millennials in particular become employees, consumers, and investors, they take note of good corporate actors and reward them with loyalty.

3.   A proactive stance on ESG issues can keep activists at bay.

Activists have used governance weaknesses as a tool in proxy contests and campaigns against companies for years, but increasingly they are targeting management teams and boards that fail to take a proactive stance on potential environmental or social issues.

Companies that proactively address ESG issues can set the bar for the entire industry and at the same time help immunize themselves against activist intervention. Wynn Resorts (Nasdaq: WYNN) recently embraced their commitment to gender diversity by increasing the number of women on their board from one to four. With a board that is 36% female, Wynn is now in the top 40 S&P 500 companies in terms of female board representation.

If your company does become the target of an ESG-focused activist, don't despair. Activist investment firms and hedge funds are establishing their own ESG funds, such as ValueAct Capital and Jana Partners. Many of these investors are interested in collaborating with companies to develop ESG policies that unlock the long-term value we mentioned above. For example, Jeff Ubben, CEO of ValueAct Capital, recently joined the board of energy company AES Corporation to help continue the company's transition to clean and renewable energy sources (following divestiture of its coal assets).

4.   ESG Investors are "stickier."

ESG investors are values-based investors who are more interested in what happens during the next decade than the next quarter; they understand that change takes time. Investors incorporating ESG into their mandate often work alongside a company to strengthen it, as they are more interested in building long-term value over a multi-year period than in flipping the stock in the near term for a "sugar high."

5.   Companies that espouse strong ESG values tend to attract and retain the best talent.

Millennials care deeply that the companies they work for (and the businesses they support) embrace values that are aligned with their own, and environmental and social responsibility are very important to them. Employees who are passionate about the organization, who are loyal, and who feel valued drive an intangible good will that strengthens the brand of the company and improves the overall productivity of the workforce.

Best Practices

To realize the full benefit of a proactive stance on ESG issues, it's important to adhere to some best practices for benchmarking and strengthening the company's ESG program:

Identify the appropriate ESG criteria for your industry and your company.

When developing an ESG policy framework, companies should not try to be all things to all people. Rather, identify three to five measurable ESG criteria that are material to your businesses and your constituencies, and are aligned with your corporate strategies.

For example, an oil and gas company that is fracking should measure water and waste management and impacts on scarce natural resources. If your business is centered around service personnel as Starbucks is, social training on anti-harassment and racial sensitivity will make consumers feel welcome and strengthen the corporate brand. Wynn Resorts, as a business that delivers premium services to clientele, focuses on employment initiatives to ensure they attract and retain the best workforce: workplace safety and sensitivity, gender equality, a Women's Leadership Forum, and diversity and inclusion. Wynn Resorts also addresses the environmental impacts of their large hotel properties. They recycle 95% of the water they use, and many properties are LEED certified. Wynn Las Vegas just announced a multi-use development, Paradise Park, powered by 100% renewable energy sourced from a 160-acre solar energy facility, making it one of the most environmentally conscious planned developments in Las Vegas.

An effective way to benchmark your company's ESG framework relative to your peers is to research industry rankings within a major sustainability ranking index. There are a number of nonprofit global advocacy organizations that identify and rank corporate ESG programs:

These organizations, as well as ESG advisory companies like Sustainanalytics and MSCI, analyze a broad range of criteria for each industry, only some of which include: climate change impacts, natural resource scarcity, supply chain management, labor practices, political contributions, board composition and workplace diversity and inclusion. The influence of proxy advisory firms like ISS and Glass Lewis over institutional investors has grown in recent years, so reviewing the governance scores they apply to your company can be another useful benchmark.

Pursue inclusion within relevant ESG indices.

As mentioned above, inclusion in ESG index funds and/or ETFs can boost demand and liquidity in your company's stock. Once your company has identified the elements of its ESG framework, have your general counsel contact three or four ESG funds or ETFs to research their criteria for inclusion (and exclusion). From there, identify which of these indexes map most closely to your corporate strategy and to the priorities of the shareholder base that you believe represent your best long-term holders.

Most ESG pools of capital apply their own unique set of inclusion and/or exclusion criteria to determine which companies to include. For example, to qualify for inclusion in the FTSE4Good Index Series, companies must be working towards environmental sustainability, supporting universal human rights, ensuring good supply chain labor standards, countering bribery, and mitigating and adapting to climate change. Companies that have been identified as having business interests in tobacco, nuclear weapons systems, or firearms, however, are excluded from that series.

Tell your story and stay true to it.

Once your company has determined the appropriate criteria for its ESG framework, the next steps are to establish metrics, measure them on a regular basis, and share progress publicly; otherwise, you will be accused of "greenwashing." Companies that are guilty of greenwashing spin a PR narrative of high standards for environmental protections and human rights, but don't walk the talk. Greenwashing is going to become harder to get away with as the SEC increasingly calls for companies to file corporate social responsibility and sustainability reports.

Investors have a number of criteria they use to determine whether a company is greenwashing or truly integrating ESG policies in their business practices. Companies that are truly committed to executing their ESG policies make them a senior management priority of the CEO and general counsel, and tie compensation to ESG metrics. They voluntarily report ESG goals, and progress towards meeting them, to all stakeholders via the annual CEO letter, annual reports, internal corporate communications, and/or annual sustainability reports on the corporate website.

***

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.

Publication Date*: 6/5/2018 Mailto Link Identification Number: 1542
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  Betsy Atkins Talks to Arthur Levitt about the Current State of Boards: Part 3
Identification Number 1534
Clearhouse
Betsy Atkins Talks to Arthur Levitt about the Current State of Boards: Part 3
Publication Date: May 23, 2018

What is the role of the board in keeping companies relevant? What is a "dinosaur" board and why should you avoid one at all costs? How can boards proactively prepare for activists? Are we entering a new era for boards?

During a wide-ranging and informative interview, veteran board member and venture capitalist Betsy Atkins and Bloomberg Radio host and former SEC Chairman Arthur Levitt discuss these important topics, and more. We divided their interview into three separate articles. Parts 1 and 2 were posted previously. Part 3 is presented below.

Arthur Levitt: You say that the biggest threat to companies these days is that they aren't relevant. What can a board do to keep a company relevant?

Betsy Atkins: The board can open the aperture and look externally by bringing in outside speakers. The board can also add learning visits to their multiday annual strategy off sites, including visits to key geographic areas like Silicon Valley, China, Hangzhou and Shenzhen.

AL: What are the qualities of an effective board member?

BA: Active listening, active self-education on the company's sector and competitors, an independent frame of reference and a commitment to be an asset and add value to the company, versus just providing oversight. Oversight is merely table stakes.

AL: Should outside consultants be brought in to help source new board members?

BA: Yes, external search firms can be very helpful and their networks can be indispensable to creating a diverse slate of candidates.

AL: You would like to see a sunset clause for directors. Why, and how is this clause structured?

BA: Yes, I think it would be valuable for boards to have a sunset clause of 10-12 years for directors. I think that board members can "go native" at a certain point in time and lose objectivity and contemporary relevance. Boards need to refresh their boards regularly to meet the opportunities and challenges of the next five to seven years of the company's journey, just as they forward-hire their leadership team given the outside market velocity of change.

AL: You warn against serving on a "dinosaur" board—what is this? In general, if asked to be on a board, what questions should I ask about the company?

BA: A dinosaur board is a board where there is very little engagement, it's very formal, and management is reluctant to share the juicy strategic challenges, issues and decisions—instead they only bring topics to the board when they are fully and finally baked for ratification. Typically, these tend to be larger boards.

What I look for when vetting a board to serve on is a size of nine members or fewer and board colleagues who are very differentiated from one another with multiple diverse experiences that I can learn from. I look for a CEO who is open minded and who sees the board as an asset, not a necessary evil. I look for a company that can be a category owner or leader in a space that is going through significant change, since I personally find that more interesting.

AL: You made a list of things a board should look at annually, and one of them is to do an "activist review." What is this?

BA: An activist review is an external view of your company from the point of view of an activist. Ask yourself is there value to unlock by spinning off divisions or selling assets, how has your company compared to peers on financial metrics like bloated headquarters costs and G&A? Has your company been efficient with how they have spent their capital? Are you performing in the top quartile of your peers or not? You should have your bankers or an outside specialist firm like Spotlight Advisors (a specialist in activism) perform this review.

AL: You say that boards need to consider the "lifecycle" of their companies when making decisions. Would you explain?

BA: In the 90's, Jim Collins (who wrote the book Good to Great) pointed out that 40% of all companies cease to exist in 20 years. Today, that lifecycle has become considerably shorter—more like 50% of companies are gone within a decade. Companies should look closely at where they are in their lifecycle: Are you going to slowly melt and lose value for the shareholders? Are you an octogenarian company? Is it time to go private or sell yourselves or merge? Are you able to innovate and grow? (Sometimes you have the DNA to do that and sometimes you don't.) At Polycom where I was a director, we concluded it was the right thing to take the company private.

AL: Is there such a thing as an independent director?

BA: Yes, I believe so. Directors need to have 100% alignment as a fiduciary for the shareholders. If you make every decision as if every penny of your life savings—and every penny of everyone in your family and your village—depends upon it, then you will always have the right business judgement on behalf of the shareholders.

AL: Do most boards have adequate crisis management plans ready?

BA: Absolutely not. Boards should review crisis management plans annually. As part of their annual enterprise risk management audit process, boards should identify the top risks and have specific crisis management plans in place for each and every one. Importantly, boards should test these plans with a simulated test annually, just as they would conduct disaster recovery testing annually.

AL: Is the blockchain and its disruptions a topic that boards are concerned about now?

BA: I think the blockchain protocol is particularly relevant to specific industries, like financial services and real estate with distributed transactions. It is in the early emerging stages and companies in the affinity industries should do some research as to whether it will be relevant for their boards. For a traditional manufacturing or retail company, it may not be as relevant.

AL: How have boards changed over the years you have served?

BA: In the 1990's, board service was formal and there was a lower amount of interaction for directors. It was death by PowerPoint and formal approvals. The Enron and WorldCom meltdowns resulted in a very important but little understood catalyst of change—the executive session. Directors were then unsupervised and able to talk amongst themselves about their thoughts of the company's performance and risks, which led to the annual strategy off-site, which coupled with the internet era and technology acceleration has led to a higher level of board engagement. The new era will be one of boards looking forward to the future competitive contemporariness, as opposed to backward looking last quarter oversight.

For more information, read Betsy Atkins Talks to Arthur Levitt about the Current State of Boards: Part 1 and Part 2.

***

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.

Arthur Levitt is currently the host of Bloomberg Radio's "A Closer Look with Arthur Levitt" and serves on the board of directors at Bloomberg LP. Levitt was the 25th Chairman of the U.S. Securities and Exchange Commission, and in 1999, became the Commission's longest-serving Chairman until his resignation in 2001. He also serves as a senior advisor to Goldman Sachs & Co. and an advisory board member of the Knight Capital Group.



The views and opinions expressed herein are the views and opinions of the contributors 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*: 5/23/2018 Mailto Link Identification Number: 1534
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  Janet Hill Shares Leadership Lessons from 20 Years in the Boardroom