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At WATSON, we are firm believers that boards should always have an emergency CEO succession plan in place. Here's a good article in support of that view.
Recent marketplace developments serve to encourage governing boards to establish an emergency CEO successor contingency process as part of risk management protocols. Such a process would be in addition to the board’s traditional obligation concerning succession planning. Unexpected “lightning strikes” relating to CEO security are increasingly within the realm of possibility. They can create havoc for the organization, its brand and its constituents if not properly anticipated. Certainly, the development of an emergency succession plan requires substantial governance effort, is a distraction from the established board agenda and may lead to significant discomfort in the executive suite. Given what is at stake, however, these disadvantages are more than offset by the ultimate organizational benefits of establishing such a plan.
To read the rest of the article, click here.
Wise words from this year’s Boardroom Summit included those of a former SEC commissioner and current board member who clearly explained that in essence, the board has two responsibilities. First, oversee company strategy. The board wants its company to be innovative and to support management. Second, be knowledgeable of the regulatory environment so the company is consistent in rules of the game and interpretations. Other meaningful advice came from a former professional athlete turned director who told the crowd it takes a lot of unspectacular work for spectacular results.
For the full article, click here.
A great thought-provoking study from Charles Elson and Craig Ferrere (both of the the John L. Weinberg Centre for Corporate Governance at the University of Delaware) arguing that peer benchmarking is not an appropriate way to set CEO compensation, based on the theory that CEOs are not readily transferable between firms. This article confirms the need for Boards to understand the leadership needs of their companies and plan well for succession, rather than be beholden to the threat of a departing CEO.
The full link here.
A recent Wall Street Journal article supports that "companies with women on their corporate boards perform better than companies lacking any female representation, according to a study of 2,360 companies worldwide, from 2005 to 2011." The research included measures such as stock returns, return on equity, and other measures of performance.
Read the full article here.
CICA came out with a publication on questions for Directors to ask around social media. The summary questions are here and follow the link below for the full article.
1. What is social media?
2. Social media platforms
3. What are the benefits of social media?
4. Legal concerns
5. The social media plan
6. Managing risk: building a response plan
Full article here.
There are myths and vested interests in the movement towards boardroom diversity now underway in several countries. In this first article, author Dr. Richard Leblanc considers the “traps” and embedded myths. The main points listed are below- follow to the article for his expanded thoughts on each.
1. The “Defining diversity downward” trap
2. The “Business case” trap
3. The “Be careful” trap
4. The “Entrenchment” trap
5. The “We want a CEO” trap
6. The “It’s whom you know” trap
7. The “Prior experience” trap
8. The “Pipeline” or “Shallow pool” trap
His second article will explore his suggested solutions for the above points. Full article here.
Lucy Marcus' article on board governance and purpose brought to light some important issues, such as the fact that the evolving boardroom requires every board member be a great leader, from the moment we are appointed to the day we step down.
Ultimately "organizations suffer greatly when independent board members don’t ask hard questions, and refuse to hold executives accountable for not just the profit margins but also the ethics of the company. A complacent board jeopardizes a company’s future. As board members, we should be assessed on how well we fulfill what I call our “grounding and stargazing” responsibilities: making sure the company manages its risks prudently and operates at all times in a responsible, legal, and ethical manner, while at the same time making sure it is ready and able to respond shrewdly to future challenges."
For the full article, continue here.
The Financial Women's Association recently released a new publication: "Fulfilling the Promise: How More Women on Corporate Boards Would Make America and American Companies More Competitive". The goal of the publication and organization is to see more women elected to corporate boards. The business case for this goal is that "successful businesses of the future will be those that attract, retain, and grow talent- which requires that more women have the opportunity to succeed at all levels of the company, including the board. If American companies fail to meet the career requirements of high-performing women, they will fall behind global competitors that do".
The report touches on some important statistics: "in 1980, no woman was CEO of a Fortune 100 company; in 2001, 11% of Fortune 100 board positions were held by women. But very little has changed over the past decade. The percentage of women on all U.S. corporate boards has been stuck in the 12.1% to 12.3% range; in Fortune 500 companies it is only slightly better, in the 15% to 16% range. On current estimates, the percentage of women on boards will never even begin to approach their percentage in the population and labor force."
To read the full article, click here.
The Canadian Institute of Chartered Accountants recently came out with a series of publications on corporate governance, targeted primarily at non-profit boards and directors. There are a number of useful guidelines in the publications and here at WATSON we will be covering some of the topics presented.
The first publication we will look at is “20 Questions Directors Should Ask About Strategy”. The full content of the publication can be viewed online here.
While strategy is innately tied very closely to a board’s work, the degree to which the board is responsible for creation and implementation of the strategy varies, particularly with differences seen among for-profit and not-for-profit boards. The board however, is ultimately responsible for guiding the company’s direction and therefore the board members need to be:
- engaged in the planning process
- prepared to consider major decisions in a strategic context
- able to address inherent risks, offer advice, and influence the direction if necessary.
From a high level perspective, the company’s strategy should be future-oriented, take into consideration internal and external implications and stakeholders, contain an appropriate level and focus of analysis, focus on tangible action plans, detail a robust financial model, and undergo risk and stress testing.
Within the content of the strategy, there are four key levels, with distinct guiding points to address during board discussions:
1. Strategic Vision and Goals
- What is the future context for the industry and the company?
- Where will the company compete and why?
- What are the overall strategic goals, given the above context and decisions?
2. Corporate Strategy
- Are any of the industries in which the company operates likely to restructure? What is driving the restructuring?
- What role should the company play in industry restructuring?
- Considering a portfolio of businesses held, how is the parent company adding value?
- Is the proposed corporate strategy consistent with the role and capabilities of the parent?
3. Competitive Strategy
- How does the proposed strategy advance the company toward its goals?
- How does the new strategy affect the skill and resource requirements, and the downside and upside risks?
4. Functional Strategies
- What are the functional strategies that are instrumental to success and what are the associated risks?
- How has the strategy incorporated corporate social responsibilities (including: shareholder value, environmental impact, community and economic development, brand and corporate reputation, employee impact, corporate competitiveness)?
Women on corporate boards - Leah Eichler's take on how to land a seat. Skills and networking are key.
Let’s talk about women and corporate boards. For starters, women who aspire to reach to upper echelons of corporate power need to start asking how they can achieve that goal. And women who are already sitting at the board table need to illuminate how they were able to get that far.
Lifting the veil on what it takes to rise to the board level will help women understand how to tailor their career choices to make the climb.
To read the rest of the article, click here.