Harness the power of diversity.
On Tuesday, the California State Teachers' Retirement System (CalSTRS), the second-largest pension fund in the United States, wrote to Facebook to address the fact that the company has an unusually small, insular board with no women. With this bold and public step, CalSTRS brought to the fore an issue of genuine concern: diversity in the boardroom.
Read the rest of the article here.
We are looking for another 'A' player to join the WATSON team as an Associate. If you are an experienced governance professional (or aspire to be) and are dedicated to excellence in thought leadership and client service, we want to hear from you!
You can find more details on the position and how to apply here.
Facebook Inc., the social-networking company planning an initial public offering, faces corporate governance scrutiny from one of its investors, the California State Teachers' Retirement System.
"We are in fact in the beginning stages of engagement with Facebook" over governance issues, Ricardo Duran, a spokesman for the pension fund, said in an interview. "We are planning to send them a letter."
Read the rest of the article here.
Break the pattern. Harness the power of diversity.
Most of Facebook Inc.'s more than 800 million users are women. You wouldn't know it from looking at the board, whose seven directors are all men.
The disconnect puts the social-media company at odds with others in the industry that have at least one female director, including LinkedIn Corp. and Google Inc., and from most big public companies in the U.S. Just 11.3 percent of the Fortune 500 had male-only boards last year, according to Catalyst, a New York-based nonprofit that researches women and business issues.
Read the rest of the article here.
Facebook filed its S1 yesterday afternoon after the markets closed, ending years of speculation about when the company would do so. Plenty of fodder remains for the rumor mill, of course, as this was Facebook’s first S1, and many of the details have yet to be revealed.
While Facebook hasn’t chosen an exchange or set a range for its IPO stock price, it has revealed a wealth of information about its approach to corporate governance. In many ways, Facebook is following in the footsteps of Groupon, Zynga and the other internet companies that have gone public over the past year – a sign corporate governance is not a priority for this sector.
Read the rest of the article here.
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Did you know that November was Financial Literacy Month? It seems everyone is getting on the ‘bandwagon’ of financial literacy. Don’t get me wrong, as a CA I am all for it – but what does it really mean? The Wikipedia definition says that financial literacy is the ability to understand finance. More specifically, it refers to the set of skills and knowledge that allow an individual to make informed and effective decisions through their understanding of finances.
The truly great decisions are always informed ones. However, many decisions are rooted in emotion and others are made in haste (sometimes both). When it comes to the BIG decisions, we hope they are made with the best possible information by people with the ability to interpret that information.
Which brings me to boards. Boards of Directors are the people who are trusted to ensure their organization is performing at its best. People selected to be on boards are leaders in their industry, sector, and community. They are well-seasoned, educated, and engaged individuals who commit their time and expertise to organizations in need of their skill sets. This is where financial literacy matters. With all the changes to reporting standards and the increasingly complex world we live in, it makes good business sense to ensure that lifelong learning is a part of the board experience.
Stay tuned for Financial Literacy for Boards – an initiative by WATSON to help businesses perform better.
Boards are our business. Interesting article about the importance of having the right people on your board.
Hold up an iPad and a PlayBook and you see one tablet device that’s clearly a hit with consumers, and one that isn’t.
Compare the boards of the two companies behind the products – Apple Inc. and Research In Motion Ltd. – and the differences are even more striking.
WATSON proudly supports Dress for Success Vancouver! We will be attending their annual fundraising event IMPACT: An Event For Change. It will be at the Rosewood Hotel Georgia on International Women's Day (Thursday, March 8th, 2012), and is always a wonderful evening of inspiration and celebration. We hope to see you there!
For more information, please click here.
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by Katie Armitage
Board meeting agenda items serve different purposes, and the particular items on the agenda shape who needs to attend the meeting and its degree of openness. While most portions of the meeting are held with the CEO (and some or all management) present, there are certain issues that require the board to meet on its own, i.e., in camera. In fact, in order to normalize the practice, we suggest that boards schedule an in camera session as part of every regular board meeting.
Board sessions without the CEO are essential for strengthening board oversight, team building and building board capacity for robust discussion. It is important for board members to have an opportunity to discuss and deal with their duties in a forum where they feel free to raise issues without the influence of management. Typical agenda items in this section include: CEO formal performance review, CEO compensation, CEO succession planning and CEO performance. Another agenda item in this section is board governance; it's crucial for board members to have an opportunity to discuss among themselves their own effectiveness. This would also be the appropriate forum to address any serious conflicts between board members.
Although regular in camera sessions are a key aspect of good governance, care should be taken to avoid decision-making in such sessions in the absence of input from management, when such expertise is relevant to the matters under consideration.
In most instances, the board should debrief management on the general nature of the activities and discussions of the board in the in camera session. It should also review the in camera discussions with the CEO following the session (assuming such disclosure is appropriate in light of the circumstances) in a spirit of openness which encourages ongoing good board/management relations. Instances may arise where such disclosure may be inappropriate, in whole or in part, but those instances are likely the exception.
Corporate boards are shifting. Retirement is imminent, and there is a demand for directors that better reflect the marketplace.
B.C. Forbes, the founder of FORBES magazine, dedicated the first issue to women in business. "Forbes believes her achievements are wide," he wrote, predicting that women "will soon sit on boards beside men."
That was in 1917, recalled B.C.'s granddaughter, Moira Forbes, at the Center for Talent Innovation's annual Summit earlier this month. Now nearly 100 years later, the dearth of women on America's corporate boards is as striking as is the need for them.
British Columbian employers are among an increased number from across the country to add full-time, permanent workers in 2012, led by hiring in information technology, according to a survey conducted by online job site CareerBuilder.ca.
In all, 34 per cent of employers said they plan to add to full-time staff, up from 32 per cent in 2011 and 29 per cent in 2010. Ten per cent plan to cut staff, and another 48 per cent anticipate no change.
Harness the power of diversity.
Canadian companies should think about succession planning for their boards and consider efforts to attract a more diverse slate of directors with international experience and a younger profile, according to a new report on governance.
Interesting article on the increased compensation and responsibility of Board Directors.
The pay for directors of publicly traded companies in Canada has jumped 400 per cent in the last 10 years, according to the Conference Board of Canada. Over the same period, the value of the companies the directors oversaw rose 33 per cent, based on the S&P/TSX composite index. The increase partly reflects the directors’ increasing roles and responsibilities in the decade since the collapse of Enron Inc., corporate governance experts said.
WATSON is a proud supporter of the Forum for Women Entrepreneurs (FWE). Join us at the 10th Anniversary Gala Celebrating Entrepreneurs Who Shine on Monday, February 20th, 2012. Seats sell out so be sure to get your ticket to one of Vancouver's most popular events!
by Megan Stewart
The term can strike fear into the hearts of organizations, as it conjures up visions of costly lawsuits and scathing headlines. Charities involved in raising money to fund research causes are especially vulnerable to the fallout from conflicts. Those involved in the governance of these organizations are often also beneficiaries of the money that the charity raises. In fact, they are typically involved in the charity because they are leaders in their fields. This can create difficulty when it comes to dealing with conflicts of interest.
And this is not only where conflicts actually exist - the perception of a conflict can be just as detrimental to a charity. Rumbling amongst donors who suspect that their money is being channeled by an interested director, or disgruntled researchers whose projects have been passed over for funding provides ample grist for the rumour mill.
So what can charities involved in funding research do to ensure that conflicts of interest are not their undoing? First, they need to think about avoiding conflict. Depending on how risk averse they are and how large the research pool is, they might choose not to allow funded researchers to sit on their board of directors at all. But if this is too drastic a measure, there are alternatives. Charities should think about adding outside experts to their funding panels. These people might be retired researchers or experts from different jurisdictions or related fields. This can go a long way to countering the appearance of bias in decision-making.
Second, they must implement watertight conflict of interest policies to deal with conflicts when they come up. A good policy should include:
• a definition of conflicts;
• a duty to disclose any conflicts;
• a procedure to bottom out whether a conflict actually exists;
• a process for recording conflicts and how they're handled; and
• a way to communicate the policy to people involved in the organization that drives home the importance of adhering to it.
In the end, the goal is to ensure that charities' stakeholders and the general public continue to have trust and confidence in their granting processes, so that they can continue to do great work. Having a robust conflicts of interest framework in place is key to making this happen.
An interesting read from the Economist about the gender gap that still exists.
“WOMEN ARE NOT at the top anywhere,” says Herminia Ibarra, a professor at the INSEAD business school near Paris. “Many get on the high-potential list and then languish there for ever.” That is broadly true not only in business but also in politics, academia, law, medicine, the arts and almost any other field you care to mention.
Quotas for women directors and gender diversity language in corporate governance codes are beginning to crack the boardroom glass ceiling in Europe.
If approximately one in seven of a company's board seats are held by women, is that good enough? How about one in 20 for visible minorities or less than one per cent for aboriginals? Apparently so, according to most board respondents surveyed in the Canadian Board Diversity Council's second annual report card on board diversity, which was released Wednesday.
The report's survey of 218 charity board members and 164 Top 500 board members found that 15 per cent of board seats were held by women, 5.3 per cent by visible minorities, 2.9 per cent by people with disabilities and just 0.8 per cent by aboriginals.
The Financial Reporting Council (FRC) today announces its decision to amend the UK Corporate Governance Code to strengthen the principle on boardroom diversity which was first introduced into the Code in June 2010.
The amendments the FRC is announcing today will require listed companies to report annually on their boardroom diversity policy, including gender, and on any measurable objectives that the board has set for implementing the policy and the progress it had made in achieving the objectives. The FRC will also update the Code to include the diversity of the board, including gender, as one of the factors to be considered when evaluating its effectiveness.
