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Now is a good time to revisit risk assumptions with management.

June 21, 2022

Anticipating emerging risks means reshaping the board. 

DIRECTORS ROSTER

Boise Cascade Co.
Boise Cascade Co.
Allison Transmission Holdings Inc.

FEATURED DIRECTOR

Mid-market: Solution to job creation

 

My second quarter 2014 publisher’s letter elicited much response. In my piece, I posed the question whether boards should periodically inquire about the number of jobs being created in their companies. I posited that CEOs and their boards should build businesses that retain jobs and create new ones. Americans want to work, and American businesses owe them good-paying jobs, which not only provide a living but also offer self-worth, respect, and dignity. 

The Beta board

 

When we think about why some companies are more effective than others, we don’t always focus on its board of directors as a source for that competitive advantage. But why is that?

Boards were originally formed as a way to create a consigliere or advisor to a company’s CEO and management team. But that relationship has changed over time, especially in the wake of
Sarbanes-Oxley (SOX), which designated boards as chiefly a compliance vehicle or shareholder posse.


Dana Ardi, Ph.D., is the founder of Corporate Anthropology Advisors (www.corporateanthropologyadvisors.com), a leadership and talent management consultancy, and the author of The Fall Of The Alphas: The New Beta Way to Connect, Collaborate, Influence — And Lead (St. Martin’s Press, October 2013). Dr. Ardi has served as a partner/managing director at CCMP Capital and JPMorgan Partners and was a partner at Flatiron Partners. She served on the board of AMC Entertainment Inc. from 2009 until the company’s sale in 2012. Earlier in her career she was an operating executive at R. R. Donnelly & Sons and McGraw-Hill. She also has a background managing and leading executive search firms. The author can be contacted at drdanaardi@gmail.com.

On the 'long and the short' of board minutes

Ed. Note:  Do you need a guide to getting your board minutes “just right” — not too much detail, but not too little? Then you may want to get your hands on a copy of Corporate Minutes: A Publication for the Corporate Secretary. Released in February 2014 by the American Society of Corporate Secretaries & Governance Professionals (www.governanceprofessionals.org), this 27-page guide has been substantially updated from the original 2006 publication to reflect current views and challenges in minutes taking.

Guidance on compensation committee membership

Ed. Note: The Complete Guide to Executive Compensation (Third Edition) by Bruce Ellig was published in January 2014 by McGraw-Hill (www.mhprofessional.com). Long recognized as the guide to executive pay, the new edition is an impressive, 1,000-page

Bill George on transitioning a board's makeup

Ed. Note: On April 24, 2014, in a black-tie ceremony, Bill George, former chairman and CEO of medical technology company Medtronic Inc. and now a professor of management practice at Harvard Business School, is to receive the 2014 Bower Award for Business Leadership. Presented by the Franklin Institute in Philadelphia, the award recognizes extraordinary business leadership.

How 'rational' are our choices for new directors?

Most of us believe we strive to make the best possible choices when we add or replace directors. The question is: how rational are we really?

Our selection processes for new directors are subject to a host of subtle and often unrecognized biases, the result of which can create much less diverse and effective boards than most members realize.

Biases in determining the pool of candidates


Gary Cook is managing director of Cook & Company, and the author of the book Consilience Leadership: Using Innovative Ideas from Economics, Science, and Neuropsychology to Create Breakthroughs in Leading Organizations. He has been a member of over 30 for-profit, nonprofit, NGO, and governmental boards and commissions. His consulting practice focuses on board and organizational governance and effectiveness as well as executive coaching. He can be contacted at gcook@cookcompany.com.

Assembling a 'venture-backed 'company board

 


Mark H. Livingston is a partner in the Houston office of Heidrick & Struggles. He is the global managing partner of the Natural Resources sector within the Industrial Practice and a member of the CEO and Board, Private Equity and Financial Officers Practices. Livingston focuses on board, CEO, and CFO search assignments in the energy industry, serving clients in oil and gas, oil field services, utility, power equipment, chemicals, and alternative/renewable energy sectors.

Rebecca Foreman Janjic is a partner in Heidrick & Struggles’ Menlo Park office and conducts searches on a worldwide basis for the firm's Global Technology Practice. Her search practice focuses on recruitment of VP and C-level executives within software, Internet, and technology services companies. She leads the firm’s Venture Capital Practice and co-leads the firm's Big Data & Analytics Practice.

The authors can be contacted at mlivingston@heidrick.com and rfjanjic@heidrick.com.

Action steps for succeeding with a board of advisors

A small to medium-size business that has an advisory board is rare in today’s world. However, assembling a board of advisors may be one of the most important steps a CEO can take to assure the success of the company, giving the business a significant advantage over competitors that rely solely on internal talent.


Debbie Womack and Jim Taylor are principals of Greater Yield Ltd., a consulting firm that works with boards and senior management on performance improvement and organizational transformation (www.greateryield.com). The authors can be contacted at dwomack@greateryield.com and jtaylor@greateryield.com.

The dangers in letting COOs become an endangered species

 

Leading a major corporation has never been a routine task, but a strong argument can be made that the pressures CEOs face today present a particularly daunting set of challenges. One consequence of the tumultuous ride this last dozen years has offered has been a closer scrutiny by stakeholders of all levels of leadership. 


Nate Bennett (left) is a professor in the J. Mack Robinson College of Business at Georgia State University, where his research interests include leadership selection and development, top management team effectiveness, and leadership transitions (www.nate-bennett.com). He also serves as an executive coach. He co-authored Riding Shotgun: The Role of the COO (Stanford University Press, 2006). Walter Shill is the chief executive officer of Environmental Resource Management, a global provider of environmental, health, safety, risk, and social consulting services (www.erm.com).

The authors can be contacted at nate@gsu.edu and walt.shill@erm.com.

What to ask a prospective board member

 

Interviewing candidates for a board of directors is a very specific process. Not too dissimilar from interviewing a prospective CEO, it involves evaluating a wide variety of criteria, and at the same time educating the candidate and convincing them of why they should join your company — should they ultimately be invited. However, there is one fundamental difference between interviewing someone for an executive position as opposed to a board directorship.


Dennis Cagan is a high-technology industry veteran and entrepreneur, having founded or co-founded over a dozen companies. He is a seasoned CEO/chairman and has been a C-level executive in both public and private companies, a venture capitalist, private investor, consultant, and professional board member for over 40 years. He has served on 51 corporate boards, both private and public, predominately of early and mid-stage technology companies. He resides in Carrollton, Texas, and is currently serving on several boards and consults on forming boards. He is completing a book, The Board of Directors for a Private Enterprise.

The author can be contacted at dennis@caganco.com.