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June 21, 2022

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

June 21, 2022

Anticipating emerging risks means reshaping the board. 

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The most valuable director of all

 

We all have heard the stories about directors who doze during meetings, sit silent while others engage the issues, and rubber-stamp the CEO before questions have been clarified. It takes no special expertise to identify these examples of deadwood, though it may take some time and skill to ease them off the board.


Harry J. Bruce was the retired chairman, president and CEO of the Illinois Central Railroad and a long-serving corporate director when he wrote a cover story for Directors & Boards in 1997 titled “Duty, Honor, Company.” This is an excerpt from his article.

Board interview basics

 

Wondering why Sam or Susan got on the board and you didn’t? The answer is often the interview. Candidates think they’re prepared, when frequently that is not the case.


Dr. Dee Soder is the founder and managing partner of The CEO Perspective Group (www.ceo
perspective.com). She advises top management and boards on a wide range of issues, and her work includes highly sensitive executive and director assessments and coaching. She has advised a number of the executives selected in the Directors & Boards series of “Directors to Watch” and has written several articles for the journal over the years. She can be contacted at dee@ceoperspective.com

Dynamics of the 'board interview

 

Board members are no longer handpicked by CEOs to hand-stamp the CEO’s policies. All board members know the importance to effective corporate governance of choosing a new member. The nominating and governance committee has responsibility to manage the process but it is truly an inclusive role once the committee narrows its selection to the top one or two candidates. Shareholders vote on the new member at the subsequent annual meeting.


Blythe McGarvie joined the Harvard Business School faculty in 2012 as a senior lecturer of business administration. She had been chief executive officer of LIF Group, a firm that provided strategic and financial counsel to help clients achieve economic objectives and enhance their corporate governance. Prior to founding the firm in 2003 she was based in Paris as the executive vice president and CFO of BIC Group. She is a director of Accenture Ltd., LKQ Corp., Sonoco Products Co., Viacom Inc., and Wawa Inc. and formerly served on the boards of Lafarge NA, Pepsi Bottling Group Inc., and Travelers Companies Inc. She is the author of Shaking the Globe: Courageous Decision-Making in a Changing World (Wiley, 2009). She can be contacted at bmcgarvie@hbs.edu.

Machiavelli in the 'boardroom

 


Betsy Atkins is CEO of Bajacorp, an early stage venture capital firm she founded in 1993, and is a long-serving corporate director. She can be contacted at betsy@bajacorp.com.

Boards: Beware the 'winner's curse'

 

Many acquisitions fail to create value for the acquirer, and in most deals the benefits go largely to the seller. This reflects the highly competitive nature of the M&A market. It also reflects the large concentrated investment bet at premium prices of M&A transactions. Buyers, in effect, are prepaying for uncertain future revenue and cost synergies. Frequently, buyers overpay for the expected synergies based on managerial optimism, overconfidence, and the urge to beat competing bidders. 


The author can be contacted at rizzirisk@aol.com. Joe Rizzi has over 25 years of banking experience. He is also an instructor at Chicago-area universities, including Loyola and DePaul. He previously was a senior investment strategist for CapGen Financial, a private equity firm. This column is adapted from a piece he wrote for “MergerProf,” a blog on acquisitions, finance and governance that he co-authors with Dr. Ralph Walkling, director of the Center for Corporate Governance at Drexel University (www.mergerprof.com).

Cyber security risk: Key areas of focus

 


Dennis T. Whalen is Partner in Charge and Executive Director of KPMG’s Audit Committee Institute. Greg Bell is KPMG’s U.S. National Practice Leader, Information Protection & Business Resilience. The authors can be contacted at auditcommittee@kpmg.com.

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