NACD - National Association of Corporate Directors
Directorship Magazine September/October 2017 Issue

Table of Contents

September/October 2017


The Culture Issue


Tone at the Top

Boards now routinely held up to scrutiny when culture fails.
by Kimberly Simpson

Achieving Gender Parity in the Boardroom

It's time to identify the catalysts for building a more inclusive boardroom.
by Judy Warner

Advice for Compensation Committees

Comp consultants--and a director--reveal new ideas to overcome pay challenges.
by Judy Warner


CEO’s Letter

A Cultural Evolution

With every business disruption, culture is affected, and directors must keep pace.
by Peter Gleason

Editor’s Note

The Power to Change

Culture is what we do—and we have the power to change it.
by Judy Warner

The Director’s Chair

Top Ten Lessons Learned During My Board Service

Some of the more important lessons that I’ve learned come from experience.
by Bruce L. Claflin

Need to Know

Need to Know

Risk insights from Edelman, New DE Court Appointment, More
by Katie Swafford

Washington Update

Clarifying the Arcane Federal Budget Process

Given the slim Republican majority in the Senate today, many of the key initiatives of the current Congress and presidential administration will have to be classified budget bills and, accordingly, move through the budget process.
by Dan Crippen

Delaware Watch

Assent Is Prerequisite for Binding Stock-Transfer Restrictions

The Delaware Court of Chancery ruled that people purchasing stock must explicitly assent to binding stock-transfer agreements.
by Francis G.X. Pileggi

NACD Board Leadership Fellow

Lynn Schenk

Lawyer. Politician. Socially conscious director. Supporter of women.
by Jesse Rhodes


A Wellspring of Innovative Ideas

B. P. Agrawal proves that social enterprises are good business.
by Jesse Rhodes

In Practice

Moving From Cyberawareness to Resiliency

If you serve on the board of a business that reaps the rewards of intensely networked connectivity, you also must face the reality that not only will cyberattacks happen, but they will happen to you.
by Ray A. Rothrock

Finding and Avoiding Perverse Incentives

How to pair the right metrics with the right goals to incent superb results.
by Marc Hodak


Talking Talent and Disruption in the Motor City

New technologies present opportunity and disruptions, and companies should consider the implications for director recruitment.
by Judy Warner


A Year and a Half Later, VW Board Still Stuck in Low Gear

A look back at how the company has navigated its recovery.
by Michael Marquardt

Director Development

The Power of a Personal Brand

Whether you are seeking your next executive position, a consulting engagement, or a board seat, thoughtfully curating a personal brand will give you an advantage in today’s social media-savvy culture.
by Rochelle Campbell

Entrepreneurial Governance

More Middle-Market Cos. Add Women to Their Boards

More middle-cap companies have welcomed women with experience in technological innovation.
by Adam J. Epstein and Coco Brown


An Era Ends, a Social Contract Is Lost

A journalist and scholar chronicles the relationship between corporate America and its workers.
by Katie Swafford



Newly names directors at Tesla, Lyft, Dunkin' Brands, More
by NACD Editors

Private Company Insights

Expediting the CEO Assessment

Given the expected five- to seven-year holding period for portfolio companies, boards may be able to avoid having to make a switch in two years by being more proactive in assessing the CEO early in the ownership period.
by Gavin Geminder


Adapt or Perish

At inaugural NACD event, directors go inside Silicon Valley to broaden their view of innovation and what’s on the horizon.
by Friso van der Oord

More than Compliance

Leading cybersecurity experts convey new oversight and resiliency tactics.
by Katie Swafford


What Goes Around Comes Around

When testing for the right cultural tone, the critical test is for both the CEO and the board to answer the question: What will our people do in situations where no one is watching?
by Joseph Tarantino

Small Talk

Arbitrary Scores, Youth Culture, Boardroom Zombies, and More
by Jesse Rhodes

What Boards Can Do Now While Companies Wait for Tax Reform

The final details of any tax reform bill are not yet known, but based on proposals and public remarks, likely areas for reform include lowering business tax rates, provisions to encourage domestic job growth and investment, and changes to the taxation of globally active companies.
by Phyllis Deiso

CEO Pay Ratio: The Disclosure That Simply Will Not Fade Away

Four things boards can do to prepare for this impending disclosure requirement.
by Donald Kalfen

Thriving in Uncertain Times: How Boards Can Help Shape Long-Term Strategy

Boards are ideally positioned to keep the business evolving.
by Deborah DeHaas and John Hagel

Proxy Fight Settlements

The best defense against activist investors is a good offense, which always includes a preparation plan.
by Jason Frankl and Steven Balet

Investors Spotlight ESG Issues

As ESG issues continue to rise on investor agendas, boards need to give them a prominent place on their agendas as well.
by Dennis T. Whalen