Resources

Resources

Event Summary Archive


Event Summaries 2010 - 2011


June

Strategy
Board Succession: The Who, What, When, Where and How's



What does a board see when it looks in the mirror?

·       Seasoned executives with the right mix of backgrounds, perspectives, skills and incentives?

·       Successful leaders who, although strong-willed and opinionated as individuals, respect differing viewpoints and perform as a team under pressure?

·       Professionals who embody the principles of ethical business practice and keep the interests of shareholders first and foremost in their minds?

And if the board’s reflected image is not of this high caliber, what can be done to fill the gaps?

Representing three different perspectives, the distinguished panelists at the NACD New England Chapter’s June 14, 2011 Breakfast Event recommended steps to ensure optimum board composition and improve board performance, exploring with members and guests the latest issues in board succession planning, governance policy and performance evaluation.

CLICK HERE to read the complete summary

May
Risk

Peer to Peer Event: Nonfinancial Risk Governance
As the Board becomes increasingly involved in Enterprise Risk Management, it is essential that Board members fully understand the complexities of Risk Management given the uncertainties in the local and global economies, limits of the Board’s knowledge, pressure for profits and the dynamics of each Boardroom. In the end, it is up to the Directors to insure that management has processes to manage known risks, be constantly vigilant to explore areas for unknown risks to create additional value for their stakeholders, test their assumptions on worst case scenarios, and know there is no single process or right answer that guarantees that all risks are understood.This session was an interactive discussion on the nature and implications of risk management for Board members.

CLICK HERE to read the complete summary


May
Governance

The Board in Time of Crisis


Serving on a board is nothing less than stimulating and demanding under normal circumstances, but the stakes and stress levels quickly escalate in times of corporate crisis:

·A single unexpected phone call can radically change the next year or more of a director’s life;

·An annual board calendar with five meeting days can explode to 57 days;

·The public respect engendered by a glowing corporate reputation can turn to cold contempt;

·Enduring bonds of trust with key executives can break down in an instant;

·And not least, the small print in the board’s D&O policy immediately takes on greater personal significance.

Telling war stories and sharing lessons learned from their own experiences, the panelists at the NACD New England Chapter’s May 10, 2011 Breakfast Event provided members and guests with practical insights for directors eager to learn how to prepare for corporate crises.

CLICK HERE to read the complete summary

Here is a link to a related article:http://www.directorship.com/balancing-risk-and-reward/

April
Governance
A New World of Governance for Non-Profit Boards


Every nonprofit organization is unique, and the same can be said for their boards of directors. Underscoring this point, moderatorElizabeth Mora, Chief Financial Officer at Draper Laboratory, set the stage for the NACD New England Chapter’s April 12, 2011 Breakfast Event by saying, “When you’ve seen one nonprofit organization in terms of its governance structure . . . you’ve seen one nonprofit organization.”Recognizing the perils in making broad-brush observations about the nonprofit sector, the ensuing panel discussion then focused on the key governance themes, issues and challenges shared in common by even the most disparate nonprofit organizations. Four seasoned panelists drew from their broad range of nonprofit board experiences in highlighting best practices for addressing these concerns.

CLICK HERE to read the complete summary


March
Strategy
M&A Today - Real Time Decisions to Foster Growth and Value
As the economy recovers, many companies are not yet seeing strong organic growth and are looking at acquisitions to boost revenues and consolidate industries with excess capacity. Wall Street rewards the management teams that can demonstrate growth. Developing and executing a solid acquisition strategy is one way to deliver that growth and increase shareholder value. Attendees at the NACD New England Chapter’s March 8, 2011 Breakfast Event had the chance to observe and then participate as board members working through a public company M&A scenario pitting a strong-minded CEO against an independent board. The event’s five panelists played the roles of CEO, CFO, lead director, outside counsel and investment banker in considering an acquisition opportunity being presented by the CEO to key directors and their outside advisors.
CLICK HERE to read the complete summary.

February
Governance
Corporate Governance Law - The Delaware Chancery Speaks


Major U.S. companies have a propensity to incorporate in Delaware, so rulings by the Delaware Court of Chancery have a disproportionately large impact on American corporate governance. Attendees at the NACD New England Chapter’s February 8, 2011 Breakfast Event were treated to a fascinating Chancery Court insider’s perspective on some of today’s critical corporate legal trends and governance issues, along with a lively exchange of views on the implications for board best practices and decision-making.

CLICK HERE to read the complete summary

January
Governance
Boardroom Issues of 2011



As public scrutiny and economic uncertainties continue in 2011, corporate boards will need to focus on corporate governance, generating growth and sustained profitability, global competition, and new regulations.A panel of three directors with significantC-level and board experience discussed these topics.Moderating the panel was Ernest L. Godshalk, III, member of the advisory board of Velocity Equity Partners and director of three public company corporate boards.

 

CLICK HERE to read the complete summary


December
Strategy
Being Competitive - The Role of the Board in Setting Strategy

Approving long-term strategy is a key board function and an integral part of a board member’s role as an advisor to the executive team. But in today’s economy, the pressure to set effective strategy often makes it difficult for directors to resist crossing the line between “advising” and “managing” the effort.The panelists at NACD New England’s December 14, 2010 Breakfast Event brought a range of opinions to questions related to striking the right balance between governance and management in developing corporate strategy.

CLICK HERE to read the complete summary


November
Governance
Board/Shareholder Communications - Speak Now or Forever Wish You Had

Sarbanes Oxley, Dodd-Frank and a round of upcoming SEC rulemakings will likely lead to an even more federalized and politicized corporate governance environment going forward.Two kinds of activists tend to flourish under these conditions.One group is the labor unions and state pension funds that treat corporate governance as a political process and focus on public issues like executive compensation.The other group is the hedge funds and corporations that are taking advantage of the current climate in pushing for a higher degree of control – ranging from seats on the board, to getting involved in a transaction with the goal of driving up the share price, to targeting companies for takeover.

CLICK HERE to read the complete summary
CLICK HERE to see the PowerPoint Presentation
CLICK HERE to see the Checklist for Responses to Unsolicited Acquisition Proposals and Activist Stockholder Proposals

October
Compensation
The Next Challenge for Compensation Committees –Ensuring Pay and Performance Alignment in 2011 & Beyond

Before Dodd-Frank and ‘Say on Pay,’ a company’s Compensation Discussion and Analysis (CD&A) served as a disclosure exercise.Going forward, the CD&A will be an advocacy document.Starting with the executive summary, CD&As will have to demonstrate responsiveness to shareholder concerns, that risk-taking has been mitigated, and that executive pay has truly been connected with performance.

CLICK HERE to read the complete writeup.
CLICK HERE to see the PowerPoint Presentation

September

Governance
Corporate Governance in the Spotlight: A Conversation with Bank of America President and CEO, Brian Moynihan

“Corporate executives tell me that, in the end, what is holding the economy back is uncertainty – not credit availability, or a lack of good ideas or places to invest.Our most important job as business leaders in times like these is to provide the certainty we need to move forward, and certainty is a product of good corporate governance.”

—Brian Moynihan, President and CEO, Bank of America

CLICK HERE to read the complete writeup.


Event Summaries 2009 - 2010
June
Governance
Governance in 140 Characters

Social media is transforming corporate culture and the way business gets done around the world.Information Technology is now the lifeblood of every enterprise, driving unprecedented improvements in efficiency, quality and productivity.This progress comes at a cost, however.Thefts of proprietary data can lead to millions of dollars in losses.Rumors can go viral in an instant, threatening corporate reputations and the integrity of global brands.Corporate operations can be brought to a standstill by random acts of nature.How can directors best prepare themselves to address the impacts and risks of information technology?
CLICK HERE to read the complete writeup.
CLICK HERE to view the PowerPoint Presentation
CLICK HERE to view the YouTube video shown at the June event!


May 2010
GOVERNANCE
How to Prevent, Prepare For, and Deal with Lawsuits that Target Directors and Boards(Click Hereto view the slide presentation)



Serve on a board for a meaningful time and chances are good that a director will be named as a defendant in a derivative lawsuit brought by an unhappy shareholder.With activist investing on the rise and the public growing increasingly distrustful of Corporate America and its leaders, why would any sane person choose to become a director?According to the three panelists at NACD New England’s May 18, 2010 Breakfast Event, service on a board can be as gratifying as ever – but only if directors themselves take precautions to ward off personal liability stemming from shareholder lawsuits.These precautions were explored in detail by the panelists, leading to a provocative question-and-answer session.

April 2010
GOVERNANCE
Non-Profit Boards: Managing Mission and Margin


“Survival of the fittest” is not what first comes to mind when thoughts turn to managing a non-profit.But 1,200 to 1,500 registered Massachusetts charities disappear each year, demonstrating the increasingly Darwinian nature of the non-profit operating environment in one of the wealthiest and talent-endowed states in the nation.In a period of scarce human and financial resources, how can a non-profit board hone their organization’s survival instincts without losing focus on its charitable purpose?Sparked by the insights of three expert panelists, NACD New England’s April 13, 2010 Breakfast Event explored the opportunities and constraints faced by today’s non-profit directors as they struggle to balance mission and margin.(Click hereto view the slide presentation)


March 2010
RISK
The Gold Standard for the Risk Committee - A Red Hot Issue

What is risk?One definition, attributed to Professor Elroy Dimson of the London Business School, is that “risk means more things can happen than will happen.”None of us has the ability to sort out what actually will happen from what won’t, but directors of public corporations still have to make good decisions.As directors, what is our responsibility for managing risk?How can risk best be managed in today’s dynamic business environment, and how can our performance best be measured?NACD New England’s March 9, 2010 Breakfast Event was highlighted by a spirited panel discussion on these and other key questions related to board involvement in enterprise risk management.(Clickhereto view the slide presentation.)


February 2010
GOVERNANCE
Outside Directors Inside the Family Owned Business
 

On September 15th Bob Pozen, Amelia Fawcett and Michael Ruettgers discussed "What Keeps the Board Chair up at Night?" The fascinating discussion on the underlying questions he panelists often ask themselves as they ponder their roles as corporate leaders included: What factors are crucial to effective board performance? In this time of economic uncertainty, what will it take to restore the public's trust in corporate governance? How can we attract the best and brightest people to serve on corporate boards?

Even the most conscientious director runs the risk of being sued, so knowing that your D&O policy is bullet-proof can lead to a better night’s sleep.What steps can a board take to achieve this level of confidence?At its June 2009 breakfast meeting, the New England Chapter of the National Association of Corporate Directors (NACD) convened a panel including Nancy Hawthorne, a director; John Graham, a broker; Jordan Hershman, an attorney; and Stephen Maggiacomo, an underwriter, to discuss best practices and keys to success in obtaining D&O insurance. CLICK HERE to view the PowerPoint presentation. CLICK HERE to view PowerPoints from the program.

At the May 2009 Boston breakfast meeting of the New England Chapter of the National Association of Corporate Directors (NACD), a panel of experts discussed best practices for board Nominating and Governance Committees. The panel consisted of Lloyd Campbell, Cynthia Feldmann and Robert Hallagan, with Theo Sharp serving as moderator. Campbell is a consultant with Spencer Stuart and leads the Governance Committee at Argyle Security and at Spartech; he also serves on the board of The Guardian Life Insurance Company of America. Feldmann is a board member of STERIS Corp., where she serves on the Audit Committee; she is also chair of the Audit Committee of Hayes Lemmerz International Inc. as well as a member of the Nominating & Governance Committee at that company, and she is a board member of Hanger Orthopedic Group, where she serves on the Technology and Quality Committee. Hallagan is vice chairman and managing director of Korn/Ferry International and cofounded The Center for Board Leadership; Hallagan is a director of ResCare, Inc. and Berkshire Life Insurance Co. Sharp is a managing director in the Boston office of Pearl Meyer & Partners.


April 2009
GOVERNANCE
Meeting the Fiduciary Standards in Private Board Settings

What are the duties of directors who serve on the board of a private, closely held company? That question was the subject of a case study at the April 2009 Boston breakfast meeting of the New England Chapter of the National Association of Corporate Directors (NACD). Using a fictional case study, a panel of experts played the roles of members of the board of directors of a hypothetical company, “Rivets-R-Us.”

February 2009
STRATEGY
Board and Shareholder Communications

The trend has been clear for some time: Shareholders are demanding more input into the boardroom. The February panel consisted of James C. Mullen, president and CEO of Biogen Idec and a member of the board of PerkinElmer Inc.; John F. O’Brien, lead director and member of the Executive and Executive Compensation Committees for The TJX Companies, Inc., as well as a director of Cabot Corporation, LKQ Corporation and a family of mutual funds managed by BlackRock, an investment management advisory firm; Timothy Smith, senior vice president of Walden Asset Management; and Maureen Wolff-Reid, president and partner of Sharon Merrill Associates, a Boston-based investor relations and corporate communications consulting firm.


2008 Archive

September
RISK
Risk Management
At the September 2008 breakfast meeting of the New England Chapter of the National Association of Corporate Directors (NACD), the topic was a timely and important one: risk management. Two expert panelists shared their insights on the subject with the audience. The panel consisted of Maureen J. Miskovic, Executive Vice President and Chief Risk Officer for State Street Corporation and Michael Andrew Barry, Vice President of Internal Audit at Iron Mountain. Bruce R. Magid, the dean of Brandeis International Business School and the Martin and Ahuva Gross Chair in Financial Markets and Institutions at the school, served as moderator of the event.

October
STRATEGY
Mergers & Acquisitions
What is the role of the board of directors at a public company when a merger or acquisition is proposed? That question was the subject of the October 2008 Boston breakfast meeting of the New England Chapter of the National Association of Corporate Directors (NACDNE).First, using a fictional case study created by Ellen Richstone, a director of several companies and EVP of Luminus Devices, and Hugh Taylor of Newbury Piret & Co., attendees at the meeting played the role of either a) board members at a company proposing an acquisition or b) board members at the company that is the target of the acquisition proposal.