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Featured Article

Directors to Watch 2014

Edited by Scott Chase



Activism, as many directors have discovered, comes in many different varieties. For some, aggressive shareholders disrupting annual meetings, pushing inconvenient votes, or requesting sensitive information are at the perigee of one-share-or-more owner empowerment. For others, activism in the digital age has taken a different form, with agitators sometimes having no stake whatsoever in the targeted company itself, but rather in an ideal or a cause that affects the boardroom and often the company’s reputation.
             
Boards that pay lip service to the concept of gender diversity but take no easily discernible action to achieve it have come under the microscope of groups that seek to drive inclusion. Such is the case with Monster Beverage Corporation, which earlier this year was criticized for recommending a vote against a board diversity proposal. The 2020 Challenge, “a national campaign to increase the percentage of women on U.S. company boards to 20% or greater by the year 2020,” authored by 2020 Women on Boards, led the charge on this effort, demanding that the company “comply with California Resolution 62 and add at least two women” to its board. While denouncing the energy drink bottler, 2020 Challenge at the same time showered kudos on the boards of PepsiCo, Inc. (36% women), Dr. Pepper Snapple Group, Inc. (33% women), and Coca-Cola Company (24% women).
             
Board and CEO search firm Heidrick & Struggles two months ago released the results of research on gender diversity that The Washington Post opined blended good news with bad. Here’s the good news: Bonnie Gwin, vice chairman and managing partner of the executive recruiter’s North American board practice and frequent contributor to Directors & Boards, said, “Corporations are bringing women onto their boards of directors in increasing numbers. That will result in greater diversity of thinking and, ultimately, better governance and wider-ranging strategic insights.”
             
And here’s the bad: Despite a greater appreciation for the benefits of diverse insight, research by Gwin’s team shows that current rates of movement on corporate board composition indicate that women will hold half of Fortune 500 board seats for the first time 28 years from now in 2042. But, Gwin, noted, there are a number of fairly recent developments that could accelerate this march.
             
Sure to be part of the process will be groups like Diversity in the Boardroom, WomenCorporateDirectors, Boardroom Bound, and dedicated executives and professionals like the ones profiled below in Directors & Boards’ ninth annual class of Directors to Watch.

Download a pdf of the entire Directors to Watch article.

Read More…

In the Current Issue:

Annual Report 2014 cover

Annual Report 2014

 

The Year in Review
A month-by-month timeline of year 2013 and the people, companies, organizations, and initiatives that generated notable corporate governance developments.

Governing the Controlled Corporation
The best reason to invest in companies? ItÕs not their voting system. Interview with William P. Lauder, Executive Chairman, The EstŽe Lauder Companies Inc.

Directors to Watch
The class of 2014 brings into the boardroom a heightened sense of risk and responsibility.

In This Month's e-Briefing:
(Sign up for a free subscription)

They Said It Well
From ‘a gorilla in the boardroom’ to ‘the most powerful competitive lever,’ our
Directors & Boards authors know how to keenly identify the vital themes driving corporate governance.

By Jim Kristie

The Governance Year in Review special issue of Directors & Boards is on press right now and will be in subscribers’ mailboxes shortly. This issue is our opportunity to reflect on the year just past, with a month-by-month timeline of the people, companies, organizations, and initiatives that generated notable corporate governance developments being the centerpiece of our look back. Click here for a sneak peek.

In thinking of a way to capture the zeitgeist of the past year, I went a classic route and assembled a top 10 list of keenly observed comments made by authors in their 2013 articles:

• “My advice regarding social networks is to be more worried about their pitfalls than you are bullish on their opportunities.” — Media executive Leo Hindery Jr.’s guidance to directors in his Q1 2013 column, “Social Media: The Gorilla in the Boardroom.”

• “Stay true to your digital self. You’re being asked to join a board because of your specific background, not to see how well you can assimilate to a de facto mindset of how to run things.” — Digital entrepreneur and corporate director Alex Schmelkin’s advice to the digerati joining boards in the Q1 cover story on “Recruiting the Digital Director.”

• “The low rate of board member turnover is ruinous to women’s progress.” — Governance researcher Dan Dalton in the Q2 cover story, “Board Turnover: Low . . . and Getting Lower.”

• “It is easier to divorce a spouse than to get rid of a bad director.” — Board member Dorrit Bern, quoted in the Q2 article, “Ace the Board Interview” by Madeleine Condit and Janet Morrison Clarke.

• “Lee [Iacocca] didn’t want to leave. He wanted to be CEO forever. The board, at last, decided it was time for a change.” — Auto executive Bob Lutz in the Q2 issue with an excerpt from his new book, Icons and Idiots.

• “Positive group dynamics are essential to board effectiveness.” — Board member George Isaac in his Q3 article, “The ‘Toxic’ Director: It Takes Only One to Derail the Board.”

• “If your company seems vulnerable, the first step should be to appraise earnestly the nature of the board.” — Recruiter Steven Seiden in his Q3 article, “Fortifying Your Board to Defend Against an Activist.”

• “I’ve always loved the idea of a ‘kitchen cabinet’ and to me that is what a great board meeting should feel like.” — Veteran technology executive and board member Dennis Cagan in the Q4 cover story, “How To Have a Great Board Meeting.”

• “Hasty decision making, robotic behavior on the part of directors, and discord between senior management and the board are just a few of the many boardroom pitfalls whose effects can be felt far and wide.” — Glenn Davis, a top governance and risk advisor, in his Q4 article, “Common Pitfalls that Sabotage a Board Meeting.”

• “Good governance is every corporation’s most powerful competitive lever.” — Publicis Group Chairman and CEO Maurice Levy in his keynote article in last year’s Annual Report issue.

Count on Directors & Boards, these monthly e-Briefings, and our Private Company Governance Summit and newly launched Private Company Director magazine to keep bringing you the best insights and advice for elevating your competitive lever.


As always, I welcome your comments
at jkristie@directorsandboards.com.

Click the link below to read more.

Read more...

PLUS:

• Being a Leader:  It's Not Just About Golf

• A father's Lessons

View Past E-Briefings

Events of Interest to Directors


August 18-20, 2014
U.S. House of Representatives Inspector General Theresa Grafenstine will be among the keynote speakers at the 2014 Governance, Risk and Control Conference to be held in Palm Beach, Fla. The conference is a collaboration between the Institute of Internal Auditors (IIA) and the Information Systems Audit and Control Association (ISACA). The conference will help participants integrate governance of enterprise IT and risk management with key business strategies to achieve enterprise objectives. The event is expected to draw more than 500 internal auditors, IT auditors, and other risk, compliance and governance professionals. For more information click here.

September 3-4, 2014
WomenCorporateDirectors (WCD) will hold its 2014 Asia Institute at the Ritz-Carlton Millenia Hotel, Singapore. The event will be a historic gathering of more than 100 women directors from all over Asia and around the world, and will be a high-powered idea forum exploring compelling issues on the minds of today’s Asian directors. The program will frame critical topics, discuss innovative ideas, and help directors to reach constructive solutions. This forum will consist of keynotes, "Conversations With" CEOs of global companies, panels, and roundtable discussion groups. Participation in the WCD 2014 Asia Institute is by invitation only for WCD members and invited women directors. If you have suggestions for women directors to invite to the Asia Institute, please send their professional bio, highlighting their board of director experience to info@womencorporatedirectors.com.

September 24-25, 2014
The Ethisphere Institute and Thomson Reuters will host the 1st Annual Europe Ethics Summit in London. Key topics include: Anti-Corruption Trends Across Europe; Human Rights - Corporate Responsibility in Protecting People and Managing Risk; Government Panel - Collaborative Enforcement Across the EU; plus a range of breakout sessions tailored to address specific interests. Key leaders of government agencies and global companies will speak, including Emmanuel Lulin, chief ethics office of L’Oreal; Sir Mark Moody-Stuart, chairman (founder), Royal Dutch Shell; and Pamela Passman, CEO of the Center for Responsible Enterprise and Trade. For more information click here.

See all events.


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