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DIRECTORS ROSTER

Mirion Technologies Inc.
Consolidated Communications Holdings Inc.
Broadmark Realty Capital Inc.
Ethan Allen Interiors Inc.

FEATURED DIRECTOR

From awareness to action

 

It seems as if every day one or two (or more) advisories come across my screen on board oversight of cyber risks. Just as I sit down to pen this note I download the latest newsletter of a good colleague and past author, IR expert Carl Hagberg, who headlines his lead story, “Cybersecurity Soars to the Top of Board Agendas” [The Shareholder Service Optimizer, Third Quarter 2014]. Webinars, roundtable discussions, and conferences abound on this topic.

My grandchildren's world

For 25 years I have delivered a “Thanksgiving Day Address” to my family and friends who gather at my home on this special American holiday that glorifies our nation as a land of opportunity, of sharing, of plenty. This year my Thanksgiving address focused on the world my granddaughters were born into. With the births of Francesca and Madeleine, 2014 was a pivotal year for the Rock family. Will it be a pivotal one, perhaps a turning point, or even an inflection point, for the world?


For 25 years I have delivered a “Thanksgiving Day Address” to my family and friends who gather at my home on this special American holiday that glorifies our nation as a land of opportunity, of sharing, of plenty. This year my Thanksgiving address focused on the world my granddaughters were born into. With the births of Francesca and Madeleine, 2014 was a pivotal year for the Rock family. Will it be a pivotal one, perhaps a turning point, or even an inflection point, for the world?

In general, Francie and Maddy are coming into an unsettled world. I highlighted some of the “bright patches” as well as some of the “dark clouds” that are swirling around our planet. The former include a recovering U.S. economy, energy independence, heightened inclusion, greater tolerance, scientific breakthroughs, increasing life expectancy, and more opportunities for women. The latter include terrorism (notably ISIS), Russian aggression, global warming, Ebola outbreak, cyber warfare, government gridlock, and income inequality.

As Francie and Maddy grow up they will need to make choices. I offered them some suggestions:

• Always a good place to begin is with the “Golden Rule”: “Treat others as you would want them to treat you.”

• Marry the right person, someone who can grow with you. The choice of a lifelong partner is the most important decision you will make. Their parents and grandparents made the right decisions, and their lives were infinitely improved. 

• Get a great education.

• Embrace change: test new ideas, try new things, go to new places.

• Take responsibility for your life by accepting personal accountability, self-reliance and hard work.

• Pursue occupations, community service, and social activities you are passionate about so that you get up each morning excited to go to work, to serve the community, and to participate in sports and recreational pastimes. 

• Be a global citizen. The world is vast, and life is more fulfilling when you recognize your opportunities and obligations presented by a planet with 9.6 billion inhabitants by 2050. 

• Born into privilege, you have an obligation to give back to the broader society. Commit your time and your resources to civic institutions, charitable organizations, and social causes you feel can make a difference.

I ended my Thanksgiving address with the hope and conviction that America’s best years lie ahead. With advances in medical sciences, information technologies and energy developments, my children and grandchildren should have the opportunity to live longer, more comfortably, and with greater security. Combined with guts, hard work, and imagination they can apply their talents and
resources to creating a future that will live up to their hopes and dreams.

Directors: Be 'in the room'

 


From Boards That Excel: Candid Insights and Practical Advice for Directors, by B. Joseph White, copyright ©2014 by the author. Published in August 2014 by Berrett-Koehler Publishers Inc. (www.bkconnection.com). This excerpt is printed with permission of the publisher. All rights reserved.

How directors can 'mentor potential CEOs

 

Virtually every director we speak to strongly affirms that CEO succession planning is their board’s number one priority. And most subscribe to the view that under ordinary circumstances promoting from within is preferable to bringing in an outsider — too much is at stake to risk a cultural mismatch. 


John T. Thompson is a vice chairman with Heidrick & Struggles and is recognized as one of the most respected advisors to boards and CEOs in the nation. Karen R. West, Ph.D., is a partner with Heidrick & Struggles and a member of the global Leadership Consulting Practice where she is renowned for high-speed development of executive and board-level talent. Natalia Rodriguez and Elliott Stixrud, associates with the firm, assisted in the preparation of this article. The authors can be contacted at jthompson@heidrick.com and kwest@heidrick.com.

Board vetting in the digital age

When we first wrote an article for Directors & Boards back in 1996, we shared some tips for vetting board candidates: what to look out for, what types of resources to check, and other guidance. If you strip away the charmingly archaic references (such as “desktop computer equipped with a modem”), we made some fundamental research points that hold true today: What is the candidate’s hometown reputation? Is his or her background as described? Has the candidate ever been sued? As we always say, trust but verify.     


Peter Lagomarsino (left) and James Rowe are partners with The Mintz Group, a company that provides research and investigative services to boards, corporate counsel and their advisors (www.mintzgroup.com). Lagomarsino manages the firm’s San Francisco and Los Angeles offices. Rowe is executive vice president of the firm and manages the Washington, D.C., office. The authors can be contacted at plago@mintzgroup.com and jrowe@mintzgroup.com.

The challenges in 'refreshing' 'board committees

 


Robert B. Lamm is Of Counsel to Gunster, Yoakley & Stewart, P.A., a Florida law firm for business, where he co-chairs the Securities and Corporate Governance practice (www.gunster.com). He also serves as advisory director to Argyle, which advises clients on the effective communication of corporate governance, and as a senior advisor to Deloitte’s governance practice. He previously served in the corporate secretarial functions of a number of corporations, including Pfizer Inc. and W. R. Grace & Co. The author can be contacted at rlamm@gunster.com.

Antidotes to a board's going stale

 

What is great governance? Experience and research point to a top-10 list of things a board must do for management and the organization to thrive:

1. Set high performance aspirations and a proper tone at the top.

2. Appoint an excellent leader and plan for succession.

3. Help develop and approve a winning strategy.

4. Approve annual and long-range plans and monitor results.

5. Create incentives for desired performance.

6. Ensure quality financial reporting and effective internal controls.


B. Joseph White  is a board member of an S&P 500 company, Equity Residential, a director of one of America’s largest private companies, Gordon Food Service, an experienced nonprofit board member and chairman, and a distinguished academic leader with the University of Illinois, where he is the James F. Towey Professor of Business and Leadership and president emeritus, and the University of Michigan, where he holds the position of dean and professor emeritus at the Ross School of Business. He is the author of Boards That Excel: Candid Insights and Practical Advice for Directors, copyright ©2014 by the author, published in August 2014 by Berrett-Koehler Publishers Inc. (www.bkconnection.com). This excerpt is printed with permission of the publisher. All rights reserved. The author can be contacted at bjwhite@illinois.edu.

The Directors & Boards Survey: CEO and Director Compensation 2014

 

In this year’s survey, we asked respondents to reflect on changes they’d like to see in director compensation. The responses fell into two areas: greater equity for the board, and differential compensation for not only greater board responsibility but also greater engagement in board activities. This latter area is, we think, an interesting way for a board to tie results of self-evaluations into something meaningful. 

The pay ratio rule: Get ready, get going

 


Charles M. Elson (at left) is the Edgar S. Woolard Jr. Chair in Corporate Governance and director of the John L. Weinberg Center for Corporate Governance, University of Delaware (http://www.lerner.udel.edu/centers/weinberg). Craig K. Ferrere served as the Edgar S. Woolard Jr. Fellow in Corporate Governance at the Weinberg Center from 2010-2014. The authors can be contacted at elson@udel.edu and cferrere@jd17.law.harvard.edu.

Joining a bank board? Get radically objective

 


Mike Kipp was an organizer and director of American Home Bank, chairman of Atlas Bank, and a board member of several other enterprises. He can be contacted at mike@kippassoc.com.