How a skilled board 'should manage an 'internal investigation
Former Deputy Secretary of Defense, Patrick M. Shanahan joins Leidos board of directors
Leidos, a defense, aviation, information technology and biomedical research company, headquartered in Reston, Va., appointed Patrick M. Shanah to it Board. He served as the 33rd United States Deputy Secretary of Defense from 2017 to 2019…
A key focus of this year’s survey on shareholder relations and annual meetings was on the importance of proxy proposals to the overall governance process. And our director respondents tended to reflect three board categories of response.
Many told us that such proxy proposals were not important at all to the overall governance process because the proxy proposals they have received were off the mark.
Research has shown that board diversity enhances corporate performance, and failing to address the gender gap can have both economic and cultural consequences. However, in most companies, both public and private, women directors remain remarkably underrepresented. While there is generally good data on boardroom diversity for public companies, there is still little to be found on how private company boards are addressing the gender gap.
Technology gaps can exist in the boardroom when some, but not all, directors who serve on a common board are willing to change their personal practices and adopt new technology. These gaps can be intractable, meaning that a director is unwavering in his or her preference to continue to use printed board materials, or the gaps can be temporary, in that directors often adapt to new technology and new practices at different paces.
Boardrooms have long been the domain of executives in their 50s, 60s — and even 70s, now that more boards are loosening mandatory retirement limits. But many boards are also electing directors in their early 30s — very often younger entrepreneurs who are the leading lights of digital transformation. Competition for these younger directors is fierce because of the experience and perspective they bring regarding the forces shaping the economy. But recruiting them also brings risks because of differences in generational perspectives and expectations.
Alex Schmelkin joined the board of United Stationers Inc. in 2012 at the age of 36. United Stationers, whose shares are traded on Nasdaq, is a leading wholesale supplier of business products with 2014 net sales of $5.3 billion. Schmelkin is CEO of Alexander Interactive (Ai), a New York-based firm that he founded in 2002 and grew from a small web agency to a full-scale web design and engineering company.
Many seasoned directors have noticed the fairly recent minitrend, as chronicled in the business press, of much younger individuals being elected to big company boards (where the average age is 63). We are not talking here about successful corporate executives in their 40s, but rather entrepreneurs in their 20s or early 30s, often with little real business experience much less any board experience or even any meaningful tenure with a company having revenue or, dare we say, profits. One might think, why . . . and then, OK, how can we prepare them for this responsibility?
The annual performance review. Many boards don’t take full advantage of them as a leadership-development mechanism for the CEO. But CEOs are no different from other employees: they need honest, direct and timely feedback. In the CEO’s case, getting unfiltered feedback from most people can be especially tricky, so a rigorous review by the board matters all the more.