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How to Get on a Board
There is no shortage of good candidates. There is a shortage of good advice on getting on a board -- but no longer.


You likely have heard that lots of executives are fleeing their board seats or declining board invitations, and that there is a shortage of qualified candidates available to serve on boards. I’ll tell you what I hear. I hear from people all the time who are willing and qualified to serve on boards.

These are quite accomplished individuals. A scan of the CVs they send me confirms this. These executives are chomping at the bit for an opportunity to lend their time and talent in service of a corporation’s needs for strategic and fiduciary oversight. There is no shortage of good people who could be brought into the board orbit.

What there is a shortage of is practical guidance on how to make the breakthrough to being considered for a board position. The most frequently asked question that I have gotten in my 25 years as editor of Directors & Boards is “How does one go about getting on a board?”

If you’re interested in the answer to that question, you will want to get your hands on a copy of the Third Quarter edition of Directors & Boards, published July 21. A peek at the table of contents shows how we have devoted a sizeable chunk of this edition to tips and tactics for “getting on the lists of the chosen few,” as board member Michele Hooper calls the quest in her article. I expect this set of advisories to be a standard reference for years to come. I also expect this issue to be a sellout.  You can buy a copy here.

Article Archives

As you can imagine, we’ve published many articles over the years that would be essential reading for aspirants to board service. Our Articles Archive is a treasure trove of good advice. Here are a few of those advisories that frequently turn up on the order sheets:

• “Director, Educate Thyself”
• “Creating and Sustaining the Strong Director”
• “What Does It Take to Be a Good Director?”
• “What It Means to Be a Fiduciary?”

A Question for You

Here is a question for you. This will launch a new element to the e-Briefing -- a Question of the Month. Click on the link below, offer your comments, click 'done', and we’ll tally the results and post them in next month’s newsletter.

Where Do You See the “Getting on a Board” Process Going over the Next Year?

Jim Kristie is the editor and associate publisher of Directors & Boards.

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The Enigma of the Emeritus Director

By Dan R. Dalton and Catherine M. Daily

Editor’s Note: In the settlement reached in July in the bitter battle between the Walt Disney Co. and dissidents Roy E. Disney and Stanley Gold, one of the provisions called for Roy Disney to be named a director emeritus of the Disney company. The governance literature is exceedingly sketchy on the role of an emeritus director. Two years ago Directors & Boards asked governance experts Dan Dalton and Catherine Daily of the Kelley School of Business at Indiana University to explore the director emeritus position. The following is an excerpt from their longer analysis published in the Fall 2003 issue. (A copy of the full-length article is available to e-Briefing readers by e-mailing editor James Kristie with your fax number.)


Informed by the Sarbanes-Oxley Act and guidelines enacted by the Securities and Exchange Commission, the New York Stock Exchange, and Nasdaq, we have all improved our corporate governance vocabulary. Most observers would recognize the distinction between inside and outside directors, the notion of an affiliated director, the issues regarding the same person serving simultaneously as CEO and board chairperson, and the role of lead directors.

There is, however, yet another director, about whom all of these sources are silent -- the director emeritus. Indeed, the director emeritus is something of a mystery.
  
The expression "emeritus" is an honorary title conferred after a person's retirement, usually corresponding to the last title held during active service. The designation is used commonly in the academic community, occasionally in the not-for-profit sector, and, now, more frequently in the private sector. While a cursory review of proxy materials and other relevant documents indicates that the emeritus title is reserved for relatively few directors, those numbers are increasing.
  
[Click Here to Read the Entire Article]

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Editor's note:  Each month, we ask a Directors & Boards reader to comment on critical issues facing directors today.  If you'd like to participate in this section in the future, please email Scott Chase. 

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August 8, 2005
Corporate Governance Executive Symposium: "The New DNA of Corporate Governance." To be held in Toronto, this is a program for directors, officers, corporate secretaries, chief legal officers, and institutional investors to discover new ways to increase shareholder value and decrease director liability and personal risk. The event is led by a North American faculty of governance experts, and leading-edge research will address the directors' 'strategic duty' related to setting CEO accountabilities, pay for performance, and CEO succession planning. For related research and registration information, visit http://www.GlobalRO.org/thenewdna.htm or call 416-463-0423.

August 24-25, 2005
The seventh offering of The Directors' Consortium will be held at the University of Chicago. This three-day intensive program exploring the fundamentals of corporate governance is presented by the University of Chicago Graduate School of Business, Stanford Law School, and the Wharton School of Business at the University of Pennsylvania. Leading faculty from the three institutions present a comprehensive approach to the complex decisions that board members must make. Visit http://www.directorsconsortium.net for more details.

September 6-9, 2005
"Corporate Governance: Effectiveness and Accountability in the Boardroom" is the theme of the program presented by the Kellogg School of Management at Northwestern University. It is designed to improve your understanding of the responsibilities of board membership and gain the skills and strategies needed to become a more effective director. Visit http://www.kellogg.northwestern.edu/execed/programs/LEAD02/index.htm for additional information.

September 8-9, 2005
The Practising Law Institute will hold Advanced Corporate Compliance Workshops in New York City and San Francisco (September 26-27, 2005). The workshops will be highlighted by "New Best Practices Sessions" covering risk assessment, educating and reporting to the board, and creating guidelines for investigating misconduct. Register online at http://www.pli.edu or call (800) 260-4754

September 8-9, 2005
NASDAQ is again co-sponsoring the University of Wisconsin-Madison and the State of Wisconsin Investment Board (SWIB) Directors' Summit. Designed for board chairs, corporate directors, senior corporate officers, general counsels, and board candidates, the summit offers a unique look at corporate governance from the viewpoint of institutional investors. Featured speakers include Edward S. Knight, Executive Vice President and General Counsel of the NASDAQ Stock Market; Erroll B. Davis Jr. Chairman and CEO of Alliant Energy Corp.; and Patrick McGurn, Vice President of Institutional Shareholder Services (ISS). Topics range from building an effective board, to the Independent Research Network, a New Model for Independent Research: A NASDAQ/Reuters joint venture to improving the efficiency of Section 404. For more details and to register visit http://uwexeced.com/directorssummit/default.htm

September 12-14, 2005
Society of Corporate Compliance and Ethics conducts its 4th Annual Compliance and Ethics Institute, themed "Corporate Compliance and Ethics Programs: Case Studies and Risk Areas." It will be held at the Chicago Downtown Marriott. Case studies include Dell Inc., GE Commercial Finance, Kraft Foods, and U.S. Bancorp. To register, visit http://www.corporatecompliance.org.

September 15-16, 2005
Practising Law Institute and American Management Association, in cooperation with Society of Corporate Secretaries and Governance Professionals Inc., present the Third Annual Directors' Institute on Corporate Governance. It will be held at the PLI headquarters in New York City and available via nationwide web broadcast. Prominent topics include the role of the board, compensation and D&O liability, and the pros and cons of directorship. Key speakers include E. Norman Veasey of Weil Gotshal & Manges and New York State Comptroller Alan G. Hevesi. Register online at http://www.pli.edu.

October 23-25, 2005
The National Association of Corporate Directors (NACD) will present its 2005 Annual Corporate Governance Conference at the Renaissance Mayflower Hotel in Washington, DC. This year's theme is "Fortifying Shareholder Relations and the Public Trust." Among other issues, sessions will address how board members can close the "trust gap" by establishing proactive shareholder/stakeholder communication practices. Speakers include corporate directors and CEOs, leading professional advisers, and key regulators and lawmakers. To register or for more information, visit http://www.nacdonline.org.

October 28-29, 2005
The Society for Industrial and Organizational Psychology will sponsor a Fall Consortium on "Leadership at the Top: The Selection, Globalization and Ethics of Executive Talent." The event will be held at the Westin St. Louis in St. Louis, Missouri. The consortium will bring together leading-edge thinkers to focus on current issues in the selection and development of executive talent. For more information, visit http://www.siop.org/lec.

October 31, 2005
CompensationStandards.com conducts its 2nd Annual Executive Compensation Conference, "Meeting the New Standards: What Every Director (and Advisor) Needs to Know - and Do - Now!" It will be held at the Hyatt Regency, Chicago, and via nationwide video webcast. Participating in the event are Stanford Law School's Program in Law, Economics & Business and Harvard Law School's Program on Corporate Governance, and is ISS accredited for director education. Key speakers include John Reed, Ken West, Warren Batts, Ed Brennan, Michele Hooper, and Ed Woolard. To register, go to https://www.compensationstandards.com/Conference05/

November 14-15, 2005
Columbia Business School for Executive Education, with support from the New York Stock Exchange Foundation Inc., presents "Accounting Essentials for Corporate Directors: Enhancing Financial Integrity." It will be held in New York City at the Rihga Royal Hotel. This program is designed to strengthen the skills and capabilities of corporate directors in evaluating the appropriateness of financial reporting and accounting decisions and representations made by management. Speakers include FASB Chairman Robert Herz and PCAOB Chairman William McDonough. Visit http://www.gsb.columbia.edu/execed. For more information, contact Liz Schultz at 1-800-692-3932

March 28-30, 2006
Outstanding Directors Institute, in partnership with Columbia Business School Executive Education, presents "Outstanding Directors Exchange ODX 2006: A Dialogue with Today's Most Respected Directors." It will be held at the Ritz Carlton Battery Park in New York City. Highlights include presentations by Charles Schwab, Tyco's Edward Breen, and Richard C. Breeden, corporate monitor for WorldCom. For more information, visit http://www.outstandingdirectors.com.

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Boardroom Briefing:  Board/Shareholder Communications

Our newest Directors & Boards Boardroom Briefing, currentlly in preparation,  will look at the issue of Board/Shareholder Communications.  This edition will be published in September, and is being produced in concert with the National Investor Relations Institute.

To view our most recent Boardroom Briefings in .pdf format, click here.


Author Notes

Timed nicely for the runup to the baseball playoffs and World Series, Lance Berger and Dorothy Berger's new book, "Management Wisdom from the New York Yankees' Dynasty," has taken the field.  Lance Berger is a management consultant to Fortune 500 companies and has served as a consultant to Major League Baseball. He is a past D&B author and executive with the journal’s parent company. Dorothy Berger is a consultant in talent management. Their book, which is subtitled “What Every Manager Can Learn from a Legendary Teams’ 80-Year Winning Streak,” is published by John Wiley & Sons Inc., http://wiley.com.

John D. Dadakis has been appointed to the board of directors of Merrill Lynch Trust Co., a subsidiary of Merrill Lynch & Co. Inc. that provides comprehensive trust and estate services. Dadakis is a partner and leads the New York Private Client Group for Morrison & Foerster LLP, http://www.mofo.com. He authored the article, “Protecting You Inc.,” an advisory for directors on hiring their own private counsel, that was published in the Winter 2004 Directors & Boards.



Jeffrey Garten, cover story author (“Probing the Mind and Life of the CEO”) in D&B’s Winter 2001 issue, has stepped down as dean of the Yale School of Management, http://mba.yale.edu. He served as dean since 1995. "He leaves as his legacy a vigorous SOM community, a strong and productive faculty, and an engaged and supportive alumni body," Yale President Richard C.Levin said of Garten. "It is to Jeff's leadership that the school owes its expanded and strengthened faculty in finance, accounting, marketing, and strategy." Following a year's sabbatical, Garten will return to SOM as the Juan Trippe Professor in the Practice of International Trade, Finance, and Business.


Governance Fellowships Being Granted

Sam Pettway, a past D&B author who is the founding director of BoardWalk Consulting LLC, a firm that specializes in recruiting board members and senior executives in the not-for-profit sector (http://www.boardwalkconsulting.com), is inviting applications for the BoardWalk Governance Fellowships at Harvard Business School. The firm’s intention with the sponsored fellowships is to support capacity building in nonprofit board governance by promoting attendance at a three day course offered each November by HBS. “Last year's attendees were so enthusiastic that we are pleased to expand the program to four such fellowships this year,” says Pettway. Nominees must be senior board members of IRS-recognized nonprofits, and they must have the endorsement of the nonprofits they serve. Initial indications of interest are due by mid-August, and the fellowships themselves will be announced in late September. Harvard's program runs from November 9-12, 2005.  Get fuller details on the BoardWalk Governance Fellowships here.

Governance Resource in Japan

Interested in corporate governance developments in Japan? Raita Sakai, a longtime colleague of Directors & Boards in Japan, has added an English section to his company’s Web site that offers governance information,
http://www.midcgroup.com/english/index.html. His company, MIDC Group, provides one of the largest corporate action databases in Japan.

Publisher Joins Board

Directors & Boards Chairman and Publisher Robert Rock has been elected to the board of the World Affairs Council of Philadelphia, http://www.wacphila.org. Established in 1949, the private, nonprofit, nonpartisan organization is dedicated to creating a more informed citizenry on matters of national and international significance. Its motto: “In a democracy, agreement is not essential; participation is.”