Saying Goodbye: How to Navigate an Unexpected Board Director Departure

Join directors Dennis Cagan and Kathleen Camilli, and Dottie Schindlinger, executive vice president and governance expert at Diligent Corporation, for an in-depth discussion on how to deal with an unexpected director departure or fire an underperforming director on
 
Tuesday, November 7, 2017
2 p.m. ET    
Saying Goodbye: How to Navigate an Unexpected Board Director Departure
 
The unexpected departure of any employee – whether through termination, resignation, or unexpected life event – can be a challenging and difficult experience. But when the individual in question is a director, the situation takes on an entirely new level of complexity. 
 
Many companies have little in the way of formal succession plans in place to cover an unexpected director departure, which can exacerbate an already stressful situation.  Meanwhile, should a director’s actions require removing the director from the board, there are no clear-cut guidelines for when or how to terminate a director, and the actual decision to do so is subject to interpretation, pushback, and even potentially litigation. 
 
Regardless of the situation, preparing for the eventual departure of board members is almost as important as recruiting them in the first place.  Every director influences the way the board executes its duties and serves the company’s stakeholders, while also bringing personal experience and a unique perspective to the table. Even a small adjustment to the composition of a board can have a big — and often positive — impact.
 
Join us for a webinar roundtable discussion of best practices for handling unexpected director departures, including discussion on: 
 
•         What are the best practices for developing a director succession contingency plan?
•         Are there best practices for director removal?  
•         How do regulatory requirements affect the process, if at all? 
•         What are the best ways to help a director make a graceful exit, when one is required?
•         What liabilities do the board and/or the company potentially face in an unexpected departure?
•         In the event of a removal, who takes the lead on the exit presentation and demand? What is the role of the lead director? What role does the CEO play?
•         To what extent can board refreshment initiatives or rotation of board leadership help ensure resiliency of the board?

 

Speakers: 
Speaker Name: 
Dennis Jay Cagan
Speaker Title: 
Caganco Incorporated
Speaker Bio: 
Dennis Cagan is a noted high-technology entrepreneur, executive, and board director.  He has founded/co-founded over a dozen different companies, taken some public, been a CEO of both public and private companies, a venture capitalist, a consultant, and a professional board member – over sixty fiduciary corporate boards, including eight public.  He is in the IT Hall of Fame, and in 2013 the NACD and the Dallas Business Journal elected him as one of inaugural 12 Outstanding Directors in North Texas. Mr. Cagan’s book The Board of Directors of a Private Enterprise, released in 2017, is the authoritative perspective on the widest range of private company governance issues.
 
Dennis is a recognized authority on corporate governance, boards of directors, and information technology. He is primarily engaged in consulting on building corporate boards and providing his trademarked Shadow CEO® services through his Dallas-based firm Caganco Incorporated.
 
Speaker Photo: 
Speaker Name: 
Kathleen M. Camilli
Speaker Title: 
Director, Unifirst Corporation
Speaker Bio: 
Kathleen Camilli is currently an independent director on the Board of the Unifirst Corporation (NYSE) the third largest uniform rental company in the US with facilities in Europe, South America and Canada. She is also on the board of Tactile Finance, an early stage tech start-up in NYC’s incubator. Kathleen was an independent director on the NASDAQ-listed Mass Bank board (2004-2008). On the ALCO committee, she helped the CEO manage the banks portfolio, and warned the CEO of impending recession, a full year in advance of the crisis, enabling the Board to sell the bank at full value with shareholders intact. She was also a member of the Insurance, and Nominating Committees.
 
Kathleen has served on many not-for-profit boards, including the National Association of Business Economics (2004-2007), National Council on Economic Education (2004-2006), and the Epiphany School Foundation (2000-2006). She is currently on the Board of Windham Mountain SKITA, an organization that is preparing young athletes to compete nationally and internationally (Olympics) representing the USA. She is active in organizations such as the Forecasters Club, National Association of Corporate Directors, the Conference Board, University of Delaware’s Governance Centers, KMPG’s Audit Institute, the Asia Society, and the Women’s Global Forum (Davos).
 
Named by the Wall Street Journal one of the top five economic forecasters, Kathleen called the turning point of the tech bubble in 1999 and 2000, and the ensuing recession in 2001, which earned her a number one performing forecaster by the WSJ and Business Week, and numerous other accolades. Institutional Investor ranked her top Fed watcher in 1992. In 2001, she was recognized as an “Outstanding Alumni” of NYU. She is the author of several articles, including “Reserves Forecasting for Open Market Operations” published in the FRBNY Quarterly Review in 1986 and still cited.
 
With an M.B.A. in Finance and an M.A. in French Studies from New York University Kathleen completed her degrees while working full time at the Federal Reserve. She received her B.A. degrees in Economics (cum laude) and French (magna cum laude) from Douglass College, Rutgers University. She studied at Universite de Laval, Quebec, Canada and Universite de Paris III, IV, France.
Speaker Photo: 
Speaker Name: 
Dottie Schindlinger
Speaker Title: 
Governance Technology Evangelist, Diligent Corporation
Speaker Bio: 
Dottie Schindlinger is Diligent Corporation’s Governance Technology Evangelist and promotes the intersection of governance and technology as a recognized expert in the field. Diligent is the leading provider of secure corporate governance and collaboration solutions designed to promote improved performance for boards and senior executives. In her role, Dottie provides thought leadership on related topics through digital and print publications, conference presentations, and workshops for board members and executives globally.
 
Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education, and nonprofit boards. Prior to BoardEffect, Dottie spent 15 years working in governance-related roles, including as a board liaison, board member, senior executive, consultant and trainer of private, public and nonprofit boards. 
Speaker Photo: 
Benefits: 
    * 60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education
 
Sponsor: 
Diligent Corporation

Speakers

Dennis Jay Cagan

Caganco Incorporated

Dennis Cagan is a noted high-technology entrepreneur, executive, and board director.  He has founded/co-founded over a dozen different companies, taken some public, been a CEO of both public and private companies, a venture capitalist, a consultant, and a professional board member – over sixty fiduciary corporate boards, including eight public.  He is in the IT Hall of Fame, and in 2013 the NACD and the Dallas Business Journal elected him as one of inaugural 12 Outstanding Directors in North Texas. Mr. Cagan’s book The Board of Directors of a Private Enterprise, released in 2017, is the authoritative perspective on the widest range of private company governance issues.
 
Dennis is a recognized authority on corporate governance, boards of directors, and information technology. He is primarily engaged in consulting on building corporate boards and providing his trademarked Shadow CEO® services through his Dallas-based firm Caganco Incorporated.
 

Kathleen M. Camilli

Director, Unifirst Corporation

Kathleen Camilli is currently an independent director on the Board of the Unifirst Corporation (NYSE) the third largest uniform rental company in the US with facilities in Europe, South America and Canada. She is also on the board of Tactile Finance, an early stage tech start-up in NYC’s incubator. Kathleen was an independent director on the NASDAQ-listed Mass Bank board (2004-2008). On the ALCO committee, she helped the CEO manage the banks portfolio, and warned the CEO of impending recession, a full year in advance of the crisis, enabling the Board to sell the bank at full value with shareholders intact. She was also a member of the Insurance, and Nominating Committees.
 
Kathleen has served on many not-for-profit boards, including the National Association of Business Economics (2004-2007), National Council on Economic Education (2004-2006), and the Epiphany School Foundation (2000-2006). She is currently on the Board of Windham Mountain SKITA, an organization that is preparing young athletes to compete nationally and internationally (Olympics) representing the USA. She is active in organizations such as the Forecasters Club, National Association of Corporate Directors, the Conference Board, University of Delaware’s Governance Centers, KMPG’s Audit Institute, the Asia Society, and the Women’s Global Forum (Davos).
 
Named by the Wall Street Journal one of the top five economic forecasters, Kathleen called the turning point of the tech bubble in 1999 and 2000, and the ensuing recession in 2001, which earned her a number one performing forecaster by the WSJ and Business Week, and numerous other accolades. Institutional Investor ranked her top Fed watcher in 1992. In 2001, she was recognized as an “Outstanding Alumni” of NYU. She is the author of several articles, including “Reserves Forecasting for Open Market Operations” published in the FRBNY Quarterly Review in 1986 and still cited.
 
With an M.B.A. in Finance and an M.A. in French Studies from New York University Kathleen completed her degrees while working full time at the Federal Reserve. She received her B.A. degrees in Economics (cum laude) and French (magna cum laude) from Douglass College, Rutgers University. She studied at Universite de Laval, Quebec, Canada and Universite de Paris III, IV, France.

Dottie Schindlinger

Governance Technology Evangelist, Diligent Corporation

Dottie Schindlinger is Diligent Corporation’s Governance Technology Evangelist and promotes the intersection of governance and technology as a recognized expert in the field. Diligent is the leading provider of secure corporate governance and collaboration solutions designed to promote improved performance for boards and senior executives. In her role, Dottie provides thought leadership on related topics through digital and print publications, conference presentations, and workshops for board members and executives globally.
 
Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education, and nonprofit boards. Prior to BoardEffect, Dottie spent 15 years working in governance-related roles, including as a board liaison, board member, senior executive, consultant and trainer of private, public and nonprofit boards. 

Benefits

    * 60 minutes--maximum value for time
    * Completely free to attend
    * Time for questions and comments
    * All participants receive a copy of the webinar materials after the event
    * Unbiased third party director education
 

Sponsor

Diligent Corporation