March 31, 2016 - Issue 2.13 - Your weekly news on all things board.
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Director's Domain: News & views for today's boardroom. Brought to you by Boardspan.

The pressure is on. Of course, if you're an executive or director at Yahoo, you've been feeling it for some time. Still, the call late last week to replace the entire board seems to have upped the intensity and prompted directors to move more quickly toward a possible sale of the company. For an educated guess about how Yahoo’s high-stakes battle with activist investor Starboard Value might turn out, check out the Quartz piece detailing Starboard’s previous campaigns and their results. Avon and American Apparel are also going through big board changes, and new questions arise about whether the presence of women directors has a measurable impact on performance. On a softer note, a nonprofit serving the homeless rewards the efforts of a very young man to make a difference in the lives of the poor ... with a board seat.

The Hot Seat


Yahoo Board Picks Up the Pace…

“A proxy fight may finally have [the Yahoo board] feeling the heat. That should mean a faster resolution for shareholders. The Internet company has given potential buyers until April 11 to submit preliminary bids for its core business and its stakes in Yahoo Japan and Alibaba Group Holding, The Wall Street Journal reported Monday. Interested bidders also would have to provide details on financing, conditions for approval and assumptions, including plans to separate the core business from the Asian assets if necessary. The move comes less than a week after activist hedge fund Starboard Value announced a proposal to replace Yahoo’s entire board with its own slate of directors, arguing that the board hadn’t shown enough of a commitment to a sale process or urgency to complete it.” WALL STREET JOURNAL

…While Battling a Pushy Shareholder

“In its five-year history, Starboard Value has waged 46 campaigns and gained 66 seats…. Thirty-one of its campaigns have related to adding or removing directors to the board. In some of its battles, Starboard gets almost everything it asked for—board representation or adherence to its suggestions for ‘maximizing shareholder value.’ In the vast majority of cases, Starboard has won at least some concessions, something that’s already happened in the Yahoo battle with the abandonment of the Alibaba spin and the exploration of a sale.… Here are five noteworthy battles Starboard has waged and how they turned out…” QUARTZ

Across the Board

Curated news and insights from the world's boardrooms.


American Apparel Preps for a Comeback

“American Apparel Inc., which emerged from bankruptcy last month, named the former head of Liz Claiborne Inc. as chairman of its revamped board. Paul Charron, who ran Claiborne until 2006, will be one of three new directors at American Apparel, the company said in a letter to its wholesale customers that was obtained by Bloomberg News. Susan Davidson, a Claiborne veteran who currently runs the fashion boutique Scoop and the Zac Posen design house, and Bruce Fetter, chief executive officer of apparel company St. John Knits, also will be joining the board. The changes will bolster the seven-person board’s retail experience as American Apparel attempts a comeback.”  BLOOMBERG BUSINESS

Bring on Women Directors, Increase Your Profits?

“With increased attention paid to the lack of women running companies, it’s often repeated that adding women to corporate boards isn’t just the right thing to do, but a wise move financially…. ‘Every study shows that it’s not just good for half the population, it’s important for the bottom line,” [Congresswoman Carolyn] Maloney said. ‘Profits go up when women are in the boardroom.’ It’s a compelling argument. But here’s the catch: There’s no actual evidence that it’s true. Lots of studies show a correlation between higher female board representation and higher returns, but no one has definitively proven causation; in other words, that it’s the act of adding women that drove the financial performance.” QUARTZ

Avon Board Undergoes Makeover

“Cosmetics maker Avon Products Inc. has agreed to give Barington Capital Group LP the right to approve the appointment of an independent director, in a bid to avoid a proxy fight with the activist investor. The nominee would have to be jointly selected by Avon and its top investor, Cerberus Capital Management, to whom Avon sold a majority of its North America business earlier this month…. [Meanwhile, Avon] named former FedEx Corp executive Cathy Ross to its board on Monday.” REUTERS

Hot Topic This Proxy Season? Board Accountability

“The number one trend right now is board accountability. What is so pivotal here is how rapidly the world has changed. Two years ago virtually no company had proxy access, now more than 200 companies give shareowners a voice during board elections. New York City’s pension funds have driven this change, it has become standard on the S&P 500 and throughout the capitalization chain.” FORBES

How to Recognize a Budding CEO

“According to new research by professors at the University Chicago Booth School of Business and Copenhagen Business School, there are four traits that help predict whether or not someone is likely to become CEO: 1. General ability: Overall capability 2. Execution skills: Persistence, efficiency and being able to get things done 3. Charisma: Persuasiveness and enthusiasm 4. Strategic skills: Intelligence and creativity…. [Yet] when male and female candidates scored about the same on all four factors, women were 28% less likely to become CEOs.” FORTUNE

3 Traits of Successful “Superbosses”

“Ever since publishing Why Smart Executives Fail in 2003, Sydney Finkelstein ’88 has been asked the same question again and again by eager up-and-coming managers: ‘How do I avoid being in your sequel?’ So Finkelstein, the Steven Roth Professor of Management at Dartmouth College’s Tuck School of Business, and faculty director for both the Tuck Center for Leadership and the Tuck Executive Program, decided to find an answer to that question. He researched various successful, high-profile managers and looked for clues as to how they helped their businesses flourish. ‘Over time, I came to realize that … the only way to survive as an organization, to thrive in the long term, is to generate and regenerate talent on a continuous basis,’ Finkelstein says. ‘In one industry after another, I found a whole bunch of people who turned out to be tremendously good at spotting [and nurturing] great talent. I call them superbosses.’” COLUMBIA BUSINESS SCHOOL

Nonprofit Board Welcomes Veteran Fundraiser, Age 11

“Natthan Mesfin is a young man with a very big dream: the Orinda 11-year-old wants to end homelessness in his lifetime. ‘It just isn't fair,’ Mesfin said. ‘Here I am comfortable in my house and there are people dying out in the cold.’ While ending such a chronic societal problem may seem like a tall order for such a small person, Mesfin has already made a name for himself in the field. He was recently elected to the board of directors for Downtown Streets Team, a San Jose-based nonprofit engaging with the homeless to help them find employment and housing.” NBC

From the Archives

The Missing Perspective in the Boardroom: Millenials

“Diversity discussions at the board level tend to focus on skills and experiences or the more obvious gender and ethnicity, but there is another type of diversity that I see lacking and one that will likely become increasingly important in the years ahead: generational diversity. The 2014 Boards Practices Report and other surveys have found little to no generational diversity in the boardroom. The so-called ‘younger’ directors on boards tend to be over 50, and at many boards retirement age is approaching 75. As a result, the voice and perspective of younger generations—a demographic group estimated at 77 million in the US alone—are often missing. That gap poses a risk for nearly every business and industry.” CEO MAGAZINE via BOARDSPAN

A Seat at the Table

Mark Preisinger, director of corporate governance for The Coca-Cola Company, joins the board of insurance holding company Atlantic American Corp. Genpact Limited, a global provider of digitally-powered business process management and services, appoints Intuit EVP CeCe Morken to its board.  Deutsche Bank expands its global governance initiative and appoints its co-general counsel Florian Drinhausen as Chief Governance Officer. Mutual of Omaha’s board welcomes two new directors: Sheila Hooda, CEO of Alpha Advisory  and previously global head of M&A and corporate development at TIAA-CREF; and Rodrigo Lopez, executive chairman of NorthMarq Capital Finance, a commercial mortgage banking company.  Eric K. Brandt, former EVP and CFO of Broadcom and a director at Yahoo, joins the board of MC10, a maker of wearable healthcare technologies. Acxiom, an enterprise data, analytics and software-as-a-service company, welcomes to its board Debora B. Tomlin, chief marketing and distribution officer for CSAA Insurance Group. Global seed and fertilizer supplier Monsanto Company appoints to its board Mitch Barns, global data and measurement company CEO of Nielsen Holdings.
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