Supply Chain Risk Assessment – The Seven Questions Directors Must Ask to Mitigate Global Supply Chain Risk
May 15, 2013
Atlanta

Speakers’ Program
May 16, 2013
Research Triangle

NACD Spring Forum: Rethinking the Risk Agenda
May 21, 2013
New York, NY

2013 Outstanding Directors Awards – Joint Event with Dallas Business Journal
May 30, 2013
Dallas, TX

A Meeting of the NACD-CT Family Business Governance Roundtable
June 5, 2013
NACD CT Chapter

Director Professionalism
June 10-11, 2013
Boston, MA

Breakfast Roundtable
June 12, 2013
Raleigh, NC

Master Class
June 13-14, 2013
Boston, MA

June Luncheon
June 19, 2013
Pittsburgh, PA

You Will Be Sued: Protecting Your Wealth and Your Reputation
June 19, 2013
Atlanta, GA

Summer Networking Event
July 18, 2013
Cary, NC

The 2010 B. Kenneth West Award Winner Curtis J. Crawford (left), NACD Chair The Honorable Barbara Hackman Franklin, and the 2011 B. Kenneth West Award Winner Jon F. Hanson

Hanson and Britell treated guests to unique insights into the knowledge they have gleaned over their numerous years of corporate leadership experience throughout the two-day forum, along with numerous other C-suite and boardroom experts and advisors.

Joining Hanson onstage was HealthSouth CEO Jay Grinney in a discussion on fostering relationships between executives and directors that best benefit shareholders, moderated by George Davis, Egon Zehnder’s co-managing partner of the Global Board Practice George Davis. Hanson joined HealthSouth mere months before federal regulators began fraud investigations that resulted in five of the company’s previous CFOs pleading guilty and the firing of CEO Richard Scrushy. Today, the company has returned to prominence, benefited by Hanson and Grinney’s commitment to excellence.

“The most important thing a CEO has with a nonexecutive chair is someone who is familiar with the company, but is not a direct report that he can bounce ideas off of,” explained Hanson. The two describe themselves as having a strong chemistry; Hanson noted that Grinney is not much older than his oldest son. “We’ve never had a disagreement, we may have had differing views, but by the time we got off the phone we were on the same page,” he added.

The two have ironed out a process for communications with the full board, as well. Although Hanson is the primary contact for the board between meetings, who summarizes their ideas and concerns for Grinney, individual directors are always welcome to contact Grinney directly. “I am not the gatekeeper, nor do I want to be,” emphasized Hanson.

Grinney noted that an ideal chairman needs to have leadership skills, honesty, integrity and a clear perspective: “You need a nonexecutive chair who truly does not aspire to be CEO, that’s a key prerequisite.”

Michael Kneeland, CEO of United Rentals (left), NACD Chair The Honorable Barbara Hackman Franklin and 2011 NACD Public Company Director of the Year Jenne K. Britell

Director of the Year Britell also faced a dicey situation as a United Rentals board member in 2007, when the Delaware Courts ruled the rental equipment operator could not force Ceberus Capital Management to complete a proposed buyout of the company. The next year, she was named chairman. Britell also led the turnaround of GE Capital Mortgage Services as its CEO from 1996 to 2000.

Britell offered a glimpse into the best practices she learned from these experiences in a panel titled “Turnaround: Dealing with Distress,” one of which being the ability for challenges to unite a board. “Crisis enables faster changes,” she explained. “It forces a board to come together more quickly and more deeply when the only place you can go is up.”

Other panelists, including Levick Strategic Communications President Richard S. Levick and Blockbuster Director Gary Fernandes, noted that the important part of crisis planning is not to develop a plan for specific crises, but rather have a solid leadership structure that works both in good times and bad. “The board and senior management need to share critical values,” Britell said. “The board has a critical role to play but the buck stops with the CEO, even if there is a nonexecutive chair or lead director. They need a consensus on values more than the plan.” (For more on the D100 from the September 2011 issue of NACD Directorship, please click here.)

This year’s keynote was delivered by former U.S. Army General Stanley McChrystal, who now serves on the board of JetBlue, and shared what he learned about leadership as commander of the U.S. Forces and International Security Assistance Force in Afghanistan, and how he uses that knowledge now in the boardroom. He emphasized that a close relationship with allies is necessary for success, noting that situations where many organizations tasked with similar goals created unnecessary roadblocks. “Leadership is not a talent or a gift, it’s a choice,” he said.

Of the 300 forum attendees, a select group were also celebrating the completion of the required educational programs to become an NACD boardroom Leadership Fellow. Prospective NACD Fellows are required to have years of significant board service, and to complete a number of programs to earn the distinction. To learn more about the NACD Fellow program, please click here.

H. Rodgin Cohen, Carol J. Loomis, Edward A. Kangas

“If you have an athlete that all of a sudden performs far above whatever he or she has ever performed, the immediate thought is steroids. Well, risk is the steroid for business, and too often there’s not enough drug testing in the boardroom,” said Cohen, who together with Loomis and Kangas reflected on their years at the top of the business world.

Introducing the Hall of Fame panel was Mark Preisinger, director of corporate governance for the Coca-Cola Company.  “The theme of this year’s forum is the game changers and it’s particularly relevant given all that we in the corporate governance community are dealing with,” Preisinger said, noting that the Dodd-Frank Act and the mid-term elections will result in even more game-changing events for directors who serve public companies.

Loomis, whose articles have informed Fortune readers and in some instances proved transformative for more than 50 years, told an audience of more than 300 that directors need to keep the CEO honest by providing a balance to the chief executive’s power.  “Your biggest job is fingering the CEO who is pleasant and nice and honest but just isn’t any good, and you have to do something about that guy because you just can’t go along in that respect,” said Loomis, accentuating that one duty of boards is to balance the CEO’s power. “Boards must do a much better job than they do about M&A deals. Too often, as far as I can tell, CEOs like nothing better than to do deals, they’re rather obsessive about it, and so the board has to apply the restraint.”

Kangas highlighted the need for boards to work as a respectful and respectable unit, saying, “It’s important to talk straight, play straight, no games. It’s okay to be politically astute in the boardroom; it’s not too good to be political. You learn in time, and it’s something I’ve learned the hard way, that listening is important. I sometimes reflect back on what my mother had to say, she said ‘Eddie, if you press your lips together your ears will work better.’”

“An independent lead director or an independent executive chairman is really important for the effective function of the boardroom,” Kangas continued. “It’s also important if you have a non-executive chairman that they are not chairman of the company. The CEO should be the focal point for every company both inside and outside.”

The Hall of Fame dinner opened the NACD Directorship 100 Forum, which each year convenes to celebrate the Directorship 100, the annual list published in the September issue, of the most influential people in corporate governance.

Participants:
1. Catherine L. Bromilow, partner, Corporate Governance Group, PricewaterhouseCoopers
2. Scott R. Cutler, EVP, co-head U.S. Listings and Cash Execution,
NYSE Euronext
3. Thomas J. Neff, chairman, Spencer Stuart U.S.,  director, Ace Ltd., Hewitt Associates
4. John S. Barry, partner, Corporate Governance Group, PricewaterhouseCoopers
5. Stuart R. Levine
Founder and CEO, Stuart Levine & Associates, director, Broadridge Financial Solutions
6. Julie Hembrock Daum, practice co-leader, North American Board and CEO Practice, Spencer Stuart
7. Kenneth P. Kopelman, partner, Kramer Levin Naftalis & Frankel,
director, Liz Claiborne
8. Robin A. Ferracone
Executive chair, Farient Advisors and CEO, RAF Capital