Directors to Watch: Progress of diversity in the boardroom continues to drive debate
By Scott Chase

The competition for talent may drive diversity in the workforce and the boardroom.

That was the assertion by Deborah DeHaas, vice chairman and national managing partner for the Center for Board Effectiveness at Deloitte, who spoke in May at the Private Company Governance Summit (PCGS), an event that was was founded six years ago by the editors and staff of Directors & Boards to transfer the core governance principles and best practices of public companies to the private company arena.

DeHass kicked off PCGS 2018, held in Washington, D.C., with opening remarks that framed up an evolving dynamic of diversity. Among the top issues on the agenda for public company boards, DeHaas said, quoting from the 2017-2018 NACD Public Company Governance Survey, is competition for talent.

The future of work, and the rise of younger generations, signals a sea change in the composition of executive and board leadership, DeHaas explained. How does the future of work change organization design and behavior? How does it change leadership, talent, career and learning? How long will it take a rising cadre of executives to dismantle the once self-perpetuating structures of “good old boys clubs,” more recently termed “traditional non-diverse networks.”

Probably not too much longer, it seems. The issue of diversity continues to garner attention as it evolves into a measurable
component of board structure that can yield thumbs up or thumbs down related to a board’s progressiveness.

In his annual midyear guidance to directors titled “Spotlight on Boards,” governance super-lawyer Martin Lipton of Wachtell,
Lipton, Rosen & Katz counsels directors to “evaluate the board’s and committees’ performance on a regular basis and consider
the optimal board and committee composition and structure, including board refreshment, expertise and skill sets, independence
and diversity, as well as the best way to communicate with investors regarding these issues.”

The need to have a defined and transparent means of establishing board composition that is blind to color and gender is key, as well as a mechanism for letting key stakeholders know what is being done in pursuit of fairness and inclusion. Another recent development designed to challenge continued barriers to board diversity is the establishment last month by WomenCorporateDirectors of a Nominating & Governance Chair Roundtable, comprising 18 male and female ethnically diverse
board chairs, CEOs, and nominating and governance committee chairs. The N&G Roundtable is charged with addressing “persistent impediments to board diversity, even as investor groups have pushed for more women and other diverse directors
around the boardroom table,” and is sponsored by KPMG.

“For many companies, the wake-up call has been from shareholders, investors, and fund managers who have put this issue
squarely in their proxy voting guidelines,” says Kapila Anand, lead director of WCD, director at Extended Stay America and
ESH Hospitality, and N&G Roundtable leader. “For others, it has been a journey to refresh board composition in light of the
changing business environment.” (Anand was a featured Directors & Boards Director to Watch in its 2017 roster.)

“With regard to gender diversity in particular,” adds WCD CEO Susan C. Keating, “one of the obstacles to getting more
women on boards has been a lack of agreement on why the numbers continue to stay so low.”

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In a survey of more than 4,000 directors that WCD conducted with Spencer Stuart and researchers from Harvard Business
School, male directors cited a “lack of qualified female candidates” as the reason for low diversity, while female directors
assigned cause to entrenched “traditional non-diverse networks.”

Both men and women agreed, however, that a key factor also was the board’s low priority to recruit diverse candidates.
“The N&G Roundtable will develop actionable recommendations to help reverse this course,” says 2015 Director to
Watch Gabrielle Sulzberger, General Partner, Fontis Partners, and a director at Brixmor Property Group and Teva Pharmaceuticals.
To launch the effort, the group developed a five-point action plan, including nominating and governance peer group exchanges focused on board diversity, evaluating a centralized database of diverse directors and board candidates, devising a strategy to engage investor groups and alliance organizations, development of a library/resource for nominating & governance committees, and establishing best-in-class individual board member performance assessments.

“We encourage all board nominating and governance committee members to participate and join the dialogue about how
to accelerate board refreshment, as a channel to both greater diversity and better governance,” Anand says. “Directors need
more tools and resources to do so, and our N&G roundtable action plan has already and will in the future lay out some lessons
learned for the board.”

For advocates of greater diversity in the boardroom, these lessons can’t be learned fast enough.

 

DIRECTORS TO WATCH

 

Cheryl Miller (WCD, NACD)
Director, Tyson Foods, Inc.

Cheryl Miller is executive vice president and chief financial officer of AutoNation, Inc., America’s largest automotive retailer. She serves on the board of directors and as audit committee chair for Tyson Foods, Inc., one of the world’s largest food companies. Miller has over two decades of strategic, financial and governance leadership experience spanning across companies that include JM Family Enterprises, Inc., ION Media Networks and Alamo/National Car Rental.

She holds a bachelor’s degree in finance and business administration from James Madison University. Miller has received many professional accolades including being named one of the “100 Leading Women in the North American Automotive Industry” by Automotive News and being ranked as one of “The Top 50 Female CFOs” by Business Insider magazine. She is a member of WomenCorporateDirectors and National Association of Corporate Directors.

Challenging the status quo: With the continued rapid pace of innovation and disruption globally, it’s incumbent on boards to be well positioned to help identify key external trends and to be prepared to move quickly on business opportunities. A diverse and action-oriented slate of directors with experience in different technical disciplines, geographies, business types and ways of thinking is a key component to enabling this. Boards need to set an expectation that directors will actively bring in outside experiences and be willing to challenge the status quo in areas where disruption can occur quickly.


Wendy Webb (WCD, NACD)
Director, ABM Industries, Wynn Resorts, Ltd.

Wendy Webb is an independent director on the boards of two Fortune 500 companies -  Wynn Resorts where she serves on the compensation committee and as a qualified financial expert audit committee member, and ABM Industries where she serves on both the audit and strategy & risk committees. She is co-chair of WomenCorporateDirectors – Los Angeles/Orange County and is a National Association of Corporate Directors Board Leadership Fellow. Previously, Webb was an independent director for TiVo, and for Jack in the Box, Inc. Her nonprofit board roles have included PetSmart Charities and the Smith College Board of Trustees.

Webb’s background includes 20 years as a senior executive at Disney, then C-suite positions at Ticketmaster and at Tennenbaum Capital. Her early career was in investment banking. She has demonstrated leadership in investor relations, strategic planning, governance, mergers and acquisitions, digital initiatives, and innovative growth. Webb is an honors graduate of Smith College, with an MBA from Harvard.

A governance formula for long-term value: The best boards of directors are champions of the interests of shareholders, while also mindful of a company’s customers, regulators, communities, and employees. The strategic focus the board oversees, the cultural tone they adhere to, and the operational or service excellence they insist management execute, should add up to a governance formula that delivers long-term value.

Betsy Atkins (NACD)
Director, Wynn Resorts, Ltd., Cognizant, Schneider Electric, SL Green

Betsy Atkins is the former CEO of Clear Standards, Inc., a provider of energy analytics management and “sustainability”
software. She has served on some of the world’s most visible global public company boards and has worked behind the scenes at companies like Chico’s, Vonage, Darden Restaurants, NASDAQ, HealthSouth, Wix and Reynolds American. Atkins started her business career as an entrepreneur co-founding several successful digital tech and consumer companies including blockbuster $5.4 billion Ascend Communications.

Atkins is an effective operational leader, having been CEO three times, dramatically scaling, building and repositioning businesses. She has a strong operational perspective with focus on taking friction out of the consumer experience. Atkins is serving on four public company boards: Wynn Resorts, Ltd., Cognizant, Schneider Electric and SL Green. She also is a board member of Volvo Car Corporation, a private company.

Be generous with your time: My philosophy on corporate governance focuses on being highly engaged and the belief that directors must be a competitive accelerant to the business, positively impacting the company in a measurable way. Directors need to leverage their professional Rolodexes to facilitate meaningful introductions for management for new business opportunities, strategic
partnerships and professional development. Be generous with your time to help mentor and maximize the potential of the senior leadership team where you are a director.

 

Patricia L. Guinn (NACD)
Director, Reinsurance Group of America, Inc.

Patricia L. (Tricia) Guinn is a director of Reinsurance Group of America, Inc., one of the largest global life and health reinsurers with operations in 26 countries around the world, and was also on the board of Allied World Assurance Company Holdings AG until its recent sale. Guinn is an association member of BUPA, an international healthcare group serving more than 22 million customers in over 190 countries.

Prior to retiring from Towers Watson in 2015, Guinn was the Risk and Financial Services business segment leader and on the company’s executive committee. She led an $800 million global business that spanned insurance consulting and software, reinsurance brokerage and investment services. During her 39-year career with Towers Watson she also advised senior insurance company executives and boards on major strategic and financial issues.

Strong governance depends on strong culture: Along with having a sound strategy and the right talent, a company also needs strong governance to succeed for the long term. Governance starts with the tone of the board and how it holds itself and management accountable for how business is conducted and for the company's performance.

Risk management, my personal background, is another important component of good governance. For me, governance and risk management are strategic issues, not mere compliance issues.


Grace Vandecruze (NACD)
Director, SBLI USA, Resolution Holdings, M Financial Group

Grace Vandecruze is the founder and managing director at Grace Global Capital LLC, a consulting firm providing M&A financial advisory, restructuring and valuation to insurance executives, boards and financial regulators since 2006.

Throughout her career, Vandecruze has delivered advisory expertise on over $5 billion of insurance transactions. She was previously managing director at Swiss Re and was responsible for the firm's regulatory advisory practice in the insurance and financial services industries. She provided expert testimony on the valuation of Conseco during the largest bankruptcy in the insurance industry.

Vandecruze is a frequent keynote speaker on the M&A landscape and the future of work. She is an independent director of SBLI USA, Resolution Holdings and M Financial Group. She is a member of National Association of Corporate Directors. In addition, Grace was named “2018 Corporate Woman of the Year” by Pace University.

Innovation in the boardroom: The challenge for innovation is increasingly becoming the catalyst for a wave of change in the boardroom. Companies recognize that it is strategically imperative to remain competitive and to focus on transforming the customer experience while engaging and retaining the best talent in the organization. Successful innovation strategies must be inclusive and representative of a diversity of experiences, perspectives and backgrounds.

Diversity that drives innovation is a result of a strategic focus that not only embraces difference but also cultivates it. Excellence
in board performance and board diversity are key corporate governance imperatives.


Geeta Mathur (WCD)
Director, Motherson Sumi Systems, IIFL Holdings, Ltd., NIIT

Geeta Mathur complemented her college degree at Shriram College of Commerce in India with a chartered accountancy at Pricewaterhouse (today PwC). She entered the world of credit and investment banking with ICICI, specializing in project and structured finance across diverse industries. Her exposure to board service came early as a nominee director of the bank. She rounded off her knowledge of finance heading corporate treasuries, risk, investor relations and strategy for companies such as IBM and Emaar MGF.

Exposure to multiple industries’ disciplines helps her cross-pollinate ideas and contribute effectively as a board member. She chairs and is a member of audit, compensation and risk management committees. She straddles board positions in the manufacturing and services sectors including Motherson Sumi Systems, IIFL Holdings Ltd. and NIIT. She also co-chairs the India chapter of WomenCorporateDirectors Foundation.

Talent pool optimization as a key strategic asset: Boards need to facilitate talent pool creation as the key to manage multiple risks and disruptions. Directors must insist on an ongoing process of assessing the existing individual talent pool, upgrading it and engaging with potential external candidates for creating an organization capable of handling continuing challenges on strategy and
risks including technology, culture and geopolitical risks besides regulatory uncertainty. The CEO and the board need
to integrate human capital with financial capital in growth strategies and recognize the challenges and importance of a
genuinely diverse workforce for success.


Nilsa Guerrero-Mahon (WCD, NACD)
Director, NioCorp Developments, Ltd.

Nilsa Guerrero-Mahon, CPA and CFE,is an experienced financial and compliance expert who has served as a corporate finance executive for global corporations. She is a director of and the audit committee chair for NioCorp Developments, Ltd., a publicly traded mining company, the vice chair of the board of the largest health system under Centura Health, and serves on Microsoft’s Council for Digital Good.

Guerrero-Mahon worked as the financial controller for Microsoft Global Services and held positions with Arthur Andersen and Tyco International. She also served as an adjunct faculty member at the University of Denver. Guerrero-Mahon holds an executive MBA from the University of Denver and a BS in accounting from the Interamerican University in San Juan, Puerto Rico. She is a member of National Association of Corporate Directors and WomenCorporateDirectors.

Key performance indicators measure shareholder value: Digital transformation equates to business
transformation. It is disruptive and a major force necessary to remain competitive in today’s market. Frequently, corporations’
digital transformation strategies do not meet expectations.

Boards must embrace and drive a culture of innovation to provide the strategic guidance related to development and implementation of transformational goals. The board’s role is leading the executive team to ensure the opportunities and risks associated with digital transformation strategy are identified and corporate resources are properly aligned. A high-performing board ensures key performance indicators effectively measure and monitor the success of the digital business model and the creation of shareholder value.

 

Carla D’Andre
Director, Kingstone Companies, Inc., Kingstone Insurance Company, Inc.

Carla D’Andre is co-founder of D’Andre Insurance Group, Inc., and a board member of Kingstone Companies, Inc., and Kingstone Insurance Company, Inc. Formerly, D’Andre was executive vice president at Willis Group Holdings, managing director at AON Risk Services, chief operating officer at XL Capital’s Inquis Logic Inc., managing director of Swiss Re, senior vice president of Sedgwick North America, and a vice president of Johnson & Higgins.

D’Andre holds Chartered Property Casualty Underwriter (CPCU), Chartered Life Underwriter and Associate in Reinsurance
designations. She chaired The Institutes’ CPCU Society Insurance and Risk Management Interest Group and is also a committee director of that organization's Reinsurance Interest Group. She chaired the American Management Association’s Insurance and Risk Management Council. She sits on the Executive Advisory Council of St. John's University School of Risk Management, Insurance and Actuarial Science. She has a MBA from Pace University's Lubin School of Business and a BA from St. John's University.

Identifying risks at the board level: Risk management should have the active involvement of a company’s board. Best practices mandate that the board oversee enterprise risk with responsibilities specifically assigned to a board committee or committees, covering a broad spectrum of risks with the goal of addressing the needs of all stakeholders. Boards should oversee and monitor the
processes that management uses to identify and proactively address risks and opportunities in all areas including regulatory,
financial, environmental, cyber, commercial and operational, compliance, diversity, wage equality, human
capital, ethics and social responsibility.


Susan Somersille Johnson
Director, Constellation Brands

Susan Somersille Johnson is executive vice president and chief marketing officer for SunTrust Banks, Inc. A strategic marketing and branding executive, she leads brand strategy, digital marketing and corporate and line of business marketing operations.

Having served in leadership roles for a number of technology organizations including NCR, Nokia, Apple and Fujitsu, Johnson specializes in driving innovation — bridging digital technologies and analytics with traditional marketing. Johnson serves on the board of Constellation Brands, a Fortune 500 company and leading international producer and marketer of beer, wine and spirits with operations in the United States, Mexico, New Zealand, Italy and Canada.

She holds a bachelor’s degree in engineering sciences from Harvard University (cross-registered at MIT) and an MBA in finance from The Wharton School. She was named among the “50 Most Powerful Women in Corporate America” (Black Enterprise, 2016 and 2017) and “Top Influential Women in Corporate America” (Savoy, 2016).

The importance of challenging conventional thinking: Disruption is a core driver of innovation. Ever-changing trends and technology — big data, AI, blockchain, e-commerce, the “gig economy,” etc. — are upending how organizations approach markets and reshape business models to adapt to the changing landscape. The shift provides a compelling opportunity for directors to challenge conventional thinking, regardless of industry, as they evaluate the long- and short-term strategy of an organization. It means understanding the opportunities and threats rapidly changing issues present and creating a board culture that values diverse thinking.

 

Linda Rebrovick (WCD)
Director, HealthStream

Linda Rebrovick is leveraging her CEO experience, track record building business and technology consulting teams, and expertise in strategy and innovation as an independent board member. She serves on the HealthStream board and was chair, governance and nominating committee. Rebrovick previously served on the boards of Pinnacle Financial Partners, Tribridge Enterprises and KPMG LLP.

Rebrovick is CEO, Integrated Healing Technologies, a healthcare technology company providing innovative wound care products to improve the healing process and patient experience. She was previously senior partner, Morgan Samuels, an executive search firm, and CEO, Consensus Point, a prediction market research software as a service company. She also gained executive experience at KPMG and Dell, leading national healthcare sales and services businesses. As the chief marketing officer, she led KPMG Consulting through a global rebranding to BearingPoint in 40 countries. Her career began with IBM where she spent 16 years as a sales representative, manager and services business unit executive.

Evaluation process is a governance best practice: Annually, our board directors provide valuable anonymous ratings of themselves and other board members’ performance. Each director receives their ratings from theirpeers compared against their self-ratings and the board’s median ratings. The HealthStream board uses this self/peer evaluation process and has experienced enhanced board effectiveness driven by each board member’s self-improvement.

My passion for board governance started while serving as chair, board process and governance, KPMG LLP, when we created our governance processes, including the self and peer evaluations, with the guidance of Ira Millstein, senior partner, Weil Gotshal & Manges LLP.


Susan B. McGee (NACD)
Director, Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs BDC, Inc. and ETTL Engineers & Consultants, Inc.

Susan McGee served as president of U. S. Global Investors, Inc. (GROW), a publicly traded registered investment advisor, from 1998 to 2018 and as the company’s general counsel since 1997. McGee was responsible for directing the overall policy, planning, financial, budgetary and operations functions of the organization. As general counsel and chief compliance officer, she was responsible for the organization's compliance and risk management functions. McGee joined the company in 1992. She currently serves on the boards of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs BDC, Inc. and ETTL Engineers & Consultants, Inc. 

Smaller teams can yield governance insights: Board success involves the ability to utilize all the areas of expertise from each board director and to collaborate constructively with different personalities in order to achieve the best decisions. A background in leading
a smaller company to growth in the highly regulated securities industry hones those skills of being adept and agile in becoming multi-talented to effectively compete. Small company leaders have a breadth of knowledge that can enrich a board’s collective knowledge.

 

Dr. Cheemin Bo-Linn (WCD, NACD)
Director, SNOMED, Evena Med Inc., Sphere 3d Corp. 

Dr. Cheemin Bo-Linn is CEO and president of Peritus Partners, a leading global analytics platform and business IT consultancy. Previously, she was an IBM vice president running a $3.5 billion group and digital chief marketing officer/CRO for a tech firm.

Her director experience spans Canada, the United States and Europe, including audit chair of two U.S. public companies, while also leading risk and tech (innovation, digital transformation, and cybersecurity.) She was inducted to the “Hall of Fame for Women in
Technology,” is a “Most Influential Silicon Valley Exec” awardee, named a “Top 100 CEOs in STEM,” and invited to speak at
the United Nations.

Bo-Linn’s doctorate degree is in computer information systems from the University of Houston with work experience in the application of technology (big data analytics and artificial intelligence) to drive global competitiveness.

Creating opportunities out of market disruption: Great boards see market disruption as opportunities, not threats. Digital disruption facilitates exploring new business models, challenging assumptions, executing cybersecurity and strengthening ecosystem partnerships. Transforming how we (digitally) engage our customers and deliver innovative solutions is key. Innovation makes dreams reality. The customer is the focal point with its “DNA” visible in management’s operations, company culture, and values.

This customer-centric focus also applies to the board as it fulfills strategic oversight and creates and delivers value for all stakeholders, while embracing diverse views with strong governance and optics on the future.


Alice Schroeder (WCD, NACD)
Director, Prudential plc, Quorum Health Corporation, Bank of America Merrill Lynch International

Alice Schroeder serves on the audit and risk committees of Prudential plc, a FTSE 20 global financial services company. She is an audit committee member of QuorumHealth Corporation, and a governance committee member and audit committee chair of Bank of America Merrill Lynch International. Schroeder was CEO of WebTuner Corp., a media platform developer, and executed a turnaround that led to its sale in 2017.

She began her career as a CPA at Ernst & Young and spent two decades at investment banks, becoming the top-ranked analyst in the
non-life insurance sector while a managing director at Morgan Stanley. She is author of the #1 New York Times best-seller The Snowball: Warren Buffett and the Business of Life.

Transformation as a board skill: Overseeing business transformation is becoming a key skill set. Boards that understand complexity
and risk management of transformation can help reinvigorate governance, develop target operating models, oversee multidimensional work-streams, review talent and reward, think strategically about business models, and address legal issues.

Company leaders often are double-hatting and stretched for resources, and appreciate boards that help them to step back and contemplate the big-picture issues. When companies face truly severe problems, boards can be a make-or-break resource. A steady hand, calm approach, can-do attitude and experience with oversized challenges are key, and the reward of contributing them is exceptional.

 

Britt Ide (NACD)
Director, NorthWestern Energy

Britt Ide serves on the board of directors and governance and innovation committee of NorthWestern Energy, a gas and electric utility. Ide has over 25 years of experience as an engineering, legal and business leader working on all sides of energy issues including with associations, industrial users, large commercial users, utilities, NGOs, developers and regulators.

As president of Ide Energy & Strategy, Ide consults on energy policy, strategy and collaboration. She serves as a clean energy ambassador for a U.S. Department of Energy/MIT/Stanford collaboration and is on the Fulbright Roster of Specialists. Ide recently was an invited keynote speaker to Santiago, Chile, on corporate governance and energy. Ide’s additional board service includes nonprofits and small public companies in geothermal and education fields.

Thoughtful engagement and preparation are key attributes: Having worked on and with many boards from small startups to major NYSE firms, I have found that thoughtful engagement of board members is a key best practice. Engaged board members come prepared to meetings, they ask critical questions, they make insightful observations and connections, and they are solutions-
focused. They use their time wisely to speak with management in formal and informal settings to get to know the people and understand the operational roles. They are engaged outside of meetings in the industry and beyond, allowing them to contribute at a strategic level directly and indirectly.

 

Cordia Harrington (WCD)
Director, Zoës Kitchen, Emergent Cold, Tennessee Education Lottery

Cordia Harrington is CEO/founder of The Bakery Cos., a highly automated manufacturing firm producing over 8 million buns and artisan bakery items per day for customers in the United States, Latin America and Caribbean.

She excels in manufacturing, financial services, transportation, the quick service restaurant segment, real estate and construction.
Harrington’s focus on regulations, sustainability, technology, employee policies and state-of-the-art equipment has grown the company into one of the Top 50 Fastest Growing Woman-Owned Businesses (Forbes 2017). She recently was inducted into the 2018 Baking Hall of Fame by the American Society of Baking.

Her current board service includes Zoës Kitchen; Chief Executives Organization, president-elect 2019-2020; the American Bakers Association, president-elect 2021; Emergent Cold and Tennessee Education Lottery.

Protect the shareholder: The most important focus a board has is to protect the shareholder. The best way to protect the shareholder is to hire top talent and trust them to do their best every day. If we take care of the company associates, they will take good care of the customers and the business. The board compensation committee has great opportunity to impact human resources best practices and salaries of associates, supporting the culture, and insuring salaries and bonus structures are appropriate to motivate leadership. A cohesive board should take sincere interest in individual leaders across the enterprise.

 

Terry Allison Rappuhn (WCD, NACD)
Director, Quorum Health Corporation, Akorn, Inc., Genesis Healthcare, Inc.

Terry Allison Rappuhn has served on the boards of six public companies. She focuses on companies that are building infrastructure, processes, and teams. She also works with leadership teams through significant and successful transformations. Rappuhn is board chair of Quorum Health Corporation, an operator of general acute care hospitals and outpatient services. She chairs the audit committee of Akorn, Inc., a specialty pharmaceutical company, and serves on the executive and audit committees of Genesis Healthcare, Inc., one of the nation’s largest post-acute care providers. She serves on the nominating and governance committees of all three companies. Her previous three boards were also health care-related. Rappuhn led an industry initiative to promote patient-focused practices and engagement and is passionate about the consumer’s healthcare experience.

Persuasiveness is a necessary skill: A board is a team. A board member leads through persuasion as a member of a group. Each person brings skills as a business leader, mother, operator, banker, patient, employer — a mix of perspectives. Effective boards learn from each member. They think from the consumer’s perspective.

They treat everyone with respect. They build incentives with the desired outcomes in mind. And they expect results. When the company is successful, we all win together.


Karen Poniachik (WCD)
Director, Nuevo Pudahel, Subway Metro SA (Santiago)

Karen Poniachik is director of Columbia University’s Global Center in Santiago, Chile. She is also member of the corporate boards of Santiago’s Subway Metro SA and of the new airport’s build-operate-transport international concessioner Nuevo Pudahuel.

She has previously served on the corporate boards of Engie Chile, British American Tobacco Chile and Terpel Chile. As minister of mining from 2006 to 2008, she chaired the boards of state-owned companies Codelco, Enap and Enami. She was Chile’s special envoy to the Organisation for Economic Co-operation and Development in charge of the country’s accession process to the organization, which was successfully completed in January of 2010, and has served as minister of energy, CEO of Chile’s foreign investment committee and director of business programs at the Council of the Americas in New York. Currently, Poniachik is a consultant to Maersk Container Industries San Antonio and Maersk Lines in Chile and a board member of the Chilean-American Chamber of Commerce.

Poniachik graduated as a journalist from the Universidad Católica de Chile and holds a master’s degree in International Affairs from Columbia University in New York.

ESG metrics now as important as financial KPIs: More than ever before, board members need to pay attention to non-financial aspects when evaluating risks and working on the strategic planning process to achieve long-term sustainable growth. Environmental, social and governance metrics (ESG), which go from the environmental impact of the firm’s operations to the diversity of its workforce and from its occupational safety standards to the independence of its audit committee, are now as important as traditional financial KPIs when measuring performance.

It is a fiduciary duty to address them. If not managed well, they can translate into reputational problems, the loss of
the “license to operate” or of the loyalty of employees and customers, and legal/regulatory challenges.


Jan Stern Reed (WCD, NACD)
Director, AngioDynamics Inc., Stepan Company

Jan Stern Reed is an independent director and a former C-suite executive with more than 30 years of experience in publicly traded, family-owned and private equity-backed companies within a wide range of industries. She serves on the boards of two public companies, AngioDynamics Inc., a medical device company, and Stepan Company, a global specialty chemicals manufacturer.

At Stepan, Reed is chair of the compliance committee and also serves as a member of the audit, compensation and governance committees of the board. She serves as a member of the audit committee at AngioDynamics. Reed has held leadership positions within the legal, corporate governance, compliance and human resource fields, most recently serving as senior vice president, general counsel and corporate secretary at Walgreens Boots Alliance, Inc., a Fortune 20 company. Having attended hundreds of board meetings as an executive or as a board member, Reed brings a wealth of practical knowledge and a common sense approach to board service.

Boards need to “do the right thing”: It sounds simple: do the right thing. But so often “the right thing” isn’t crystal clear, and making the right decision can be an arduous process. The boardroom is filled with differing views, and oftentimes board dynamics or even one director’s strength of conviction can influence — positively or negatively — conversations needed to make the right decision. In my time working with and serving on boards, one thing has become evident: Directors must not take the easy road to critical decision-making. The best decisions are made when directors devote the time needed to effectively analyze an issue from all angles. Directors willing to participate in fulsome, honest, fact-based decision-making, including respectful disagreement and debate, will ultimately reach a decision that all can agree was “the right thing.”


Patricia (Trish) A. Oelrich (WCD, NACD)
Director, Federal Home Loan Bank

Patricia A. Oelrich has served as the audit committee chair for the Federal Home Loan Bank Office of Finance since 2014. She also served as the audit committee chair for Pepco Holdings, Inc., from 2010 until the utility was sold to Exelon in 2016. In addition, Oelrich serves on the boards of the Association of Audit Committee Members, Inc., and the National Association of Corporate Directors New Jersey. She also co-chairs the WomenCorporateDirectors Philadelphia chapter.

She was a senior executive at GlaxoSmith-Kline first serving as vice president of internal audit and then vice president of global IT risk management. Prior to that, Oelrich was an audit partner with Ernst & Young, serving the audit assurance practice. She headed the information technology audit and security practice in Chicago.

Digital disruption and the fast pace of change: There is no doubt that digital disruption is creating an emerging global marketplace and causing many businesses to reinvent themselves. Boards need to grasp the impact technologies such as artificial intelligence, block chain and the internet of things will have on their company’s future. I enjoy guiding the conversation and inspiring others to think more broadly about the impact of technology, the importance of building a moral and ethical culture, forming a  balanced approach to enterprise and social risk management, and addressing cybersecurity risks.


Mary Petrovich (WCD, NACD)
Director, AxleTech International, Woodward, WABCO

Mary Petrovich is a senior operating executive with private equity leader The Carlyle Group. She also serves as chairman of AxleTech International. Additionally, Petrovich is a board member of two public companies, Woodward and WABCO.

Earlier, Petrovich spent a decade as CEO of AxleTech, where she transformed a dying business into its markets’ fastest growing, most profitable business. Before AxleTech, she presided over Dura Automotive’s largest division. She also has led industrial businesses with increasing responsibilities for AlliedSignal, Chrysler and GM.

Petrovich graduated from the University of Michigan with a BSE in Industrial & Operations Engineering, and graduated with an MBA from Harvard Business School. A well-decorated business woman and athlete, Petrovich has won numerous business awards and competed in three U.S. amateur golf championships.

Compensation practices a key to great corporate governance: One of my proudest contributions as a board member has been as chair of the Woodward compensation committee. Compensation practices are key to great corporate governance. I personally enjoy aligning management compensation with shareholder interests.

Pay-for-performance accountability is an absolutely essential role of the board. When this happens in harmony, true value
is created. It is an honor to serve as vanguard for the company and balance the best interests of all of its stakeholders,
with shareholders and management as top priorities.


Issue: 
2018 Annual Report

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    Delaware’s supreme court chief justice sees merit in calling for employee representation in the boardroom and ESG disclosure for all large companies — public and private. Last year, U.S. Sen. ...
  • TOP OF MIND: What directors are thinking (James Lam, director, E*Trade & RiskLens)
    Published April 25, 2019
    Risk oversight has always been one of the most critical responsibilities for corporate directors. Today, organizations face global conflicts, economic uncertainties and disruptive technologies. In an ...