NACD - National Association of Corporate Directors
Directorship Magazine September/October 2016 Issue

Table of Contents

September/October 2016


Architects of Change


Book Excerpt

The View of ERM from E*Trade's Risk Chair

E*TRade's board took a new approach to risk oversight. Here's how the change paid off.
by James Lam

Cybersecurity Summit

Doing the Right Thing Is Central To Cybersecurity Maintenance, Resiliency

A deep dive into emerging best practices for the board's cybergovernance.
by Katie Grills


A Culture of Safety Imbues Sims’ Sustainability Mission

Safety and sustainability come first for this top recycling firm.
by Tom Sansone and Ken Tierney

CEO Succession Guide

Measuring the Immeasurable: Assessing “Invisible” Traits in CEO Candidates

How to evaluate intangible CEO candidate traits. Plus: La Quinta Board Chair Mit Shah's succession planning insights and a case study in effective succession planning.
by Jane Edison Stevenson and Stuart S. Crandell


CEO’s Letter

Wake-Up Call

NACD CEO Ken Daly ponders the events of a turbulent summer and why innovative corporate governance is more imperative than ever.
by Kenneth Daly

Editor’s Note

Strategic Assets

NACD Directorship Editor in Chief Judy Warner discusses why this issue will empower you to be a game changer on your board.
by Judy Warner

The Director’s Chair

Articulating Cybergovernance

Cybersecurity is a risk that demands substantive governance attention, yet is tenuously defined in many boardrooms. Linda A. Mills, director of AIG and Navient, articulates the threats for directors.
by Linda A. Mills

Keeping Count

Private Company Boards Differ on Priorities

NACD research analysts introduce this year's private company survey findings.
by Corey Albright and William Young

Washington Update

The Slog to Gender Parity

Only six companies among the Fortune 1000 have reached true gender parity. Meanwhile, Congress is comprised of slightly more than 20 percent women. Corporate America has some catching up to do.
by Judy Warner

Delaware Watch
NACD Board Leadership Fellow

Pattye L. Moore

Meet NACD Board Leadership Fellow Pattye L. Moore, an interdisciplinary leader, team player, and exploratory learner.
by Jesse Rhodes

In Practice

Pay for What Performance? The Role of Compensation Metrics in Management Rewards

Each possible management performance metrics should be carefully considered before being adopted and implemented.
by Marc Hodak

Artificial Intelligence: A Strategic Business And Governance Imperative

Artificial intelligence presents very real challenges to directors. Examine the varieties of artificial intelligence and how your board can prepare to weather the forthcoming associated tempest.
by Anastassia Lauterbach and Andrea Bonime-Blanc


Navigating Uncertainty in the Global Economy

The global economic paradigm is shifting, and with that change comes fewer options for policy intervention.
by Friso van der Oord

Board Level Cybersecurity Update

Community Building Is Essential to Hackers—and Directors

Michael R. Cote, CEO and director of SecureWorks Corp., briefed directors on why cybersecurity is a human problem with a human solution.
by Katie Grills

Director Development

Alternate Paths for Aspiring Directors

The road to public company directorship is not straight and narrow. Discover new paths.
by Rochelle Campbell

Entrepreneurial Governance

When Large and Small Worlds Collide

When considering small-cap board service, large-cap company professionals need to adjust their expectations.
by Adam J. Epstein


Activism at Work: A History in Eight Stories

Michelle Applebaum reviews Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism.
by Michelle Applebaum

Private Company Insights

A Delicate Balancing Act

Directors of private equity portfolio companies may want to consider these questions when assessing their role at the company.
by Salvatore Melilli

Small Talk

Playing Catch-Up, Messaging Wars, More

A few conversation starters to leave you with a smile. THIS MONTH: fighting terrorism with ad-buys, Olympic disruptions, and more.
by Jesse Rhodes


Executive Compensation

Is There Such a Thing as the “Right” Performance Measure?

A more holistic assessment of executive performance may mitigate the difficult search for the "right" performance metric.
by Eric Hosken

Cyber-Risk Oversight

Raising the Bar for Cyber-Risk Management Oversight and Reporting

A board that is actively engaged with cyber-risk management will be best prepared to meets its business objectives.
by Sandra Herrygers and Gaurav Kumar

Digital Disruption

Digital Transformation: Two Guiding Principles for Boards

Prepare your company for digital transformation by better understanding what the term means and how to enable management to operationalize the concept across the enterprise.
by Bruce Myers

Board Leadership

Focusing on What Counts

Is the board’s agenda evolving to stay focused on the “right” issues?
by Dennis T. Whalen


Investing Globally? Arm Yourself With the Best Data, Strategy, and Support

Your strategy must be tailored to fit different parts of the world while meeting the unique needs of your company.
by Phyllis Deiso

Say on Pay

Navigating the Frequency of Say-on-Pay Voting

Boards will need to weigh the advantages and disadvantages of holding a say-on-pay vote less frequently.
by Michael Powers and Jeff Keckley

Risk Management

Addressing Cyber Risk From the Boardroom: Identity Access Management Considerations

Effective identity access management program is a crucial component in the minimization of insider threat.
by Lena Licata

Shareholder Engagement

How Demographic Data Can Support Shareholder Engagement Strategies

Digging into shareholder demographic data can help engage retail shareholders.
by Sharyn S. Bilenker

Director Compensation

Compensating Directors for Unusual or Extraordinary Service

Setting pay practices for situations where the call of duty demands long hours is more art than science.
by Dayna Harris

Financial Reporting

How to Shore Up Non-GAAP Measures

As conversations about the appropriate use of non-GAAP measures continue, the audit committee can help build trust with stakeholders by performing appropriate oversight.
by Terry Ward

Best Practices

The Keys to an Effective Board

Explore eight leading practices that were observed across the upper echelons of boards.
by Joseph Tarantino