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January 7, 2016 - Issue 2.1 - 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.

Vrooom. The new year is off to a quick start with General Motors CEO Mary Barra becoming the first woman to chair the board of a major automaker and critics bemoaning any CEO’s unfettered access to the driver’s seat. Others see the move as a victory for women in the boardroom, at a time when the U.S. government estimates it will be,—wait for it—four more decades before the male-dominated boardroom gives way to a 50-50 gender split. Meanwhile, the next appointment on many a board may be a cybersecurity expert if a bill proposed by two US senators passes, requiring corporate boards to disclose whether or not their ranks include a cybersecurity expert (to mitigate the risks of being hacked), and if not why not.

The Hot Seat

 

GM Board Welcomes First Woman Chair

“General Motors CEO Mary Barra is taking on the added role of chairman at the nation's largest automaker. The company's directors Monday unanimously elected her to lead the board, effective immediately... GM's leadership consolidation runs counter to the trend in corporate governance, according to the proxy advisory firm Institutional Shareholder Services. About half of the companies in the Standard & Poor's 500 index have separated their chairman and CEO roles. That's up from 30 percent in 2005.” STAR TRIBUNE
 

But Not Everyone Is Cool With That

“It is no disrespect to Mary Barra, still one of a minority of women in charge of any US company, let alone an industrial bellwether such as General Motors, to point out that making her chairman of the group is a mistake. Once again, a US board has succumbed to the idea that the chairmanship is a medal, to be awarded to deserving chief executives, rather than an important check on the hubris and self-delusion that can sometimes infect even the most down-to-earth leaders.” FINANCIAL TIMES (subscription)

Across the Board

Curated news and insights from the world's boardrooms.

 

Gender Parity Coming to the Boardroom … in 2055

"Women, who make up half the American workforce, may be 40 years or more from parity with men on U.S. corporate boards, the U.S. Government Accountability Office said in a new report. About 23 percent of open seats in the Standard & Poor’s 1500 Index went to women in 2014, according to the GAO. If that figure rose to about 50 percent -- or half of all openings -- boards would be evenly split between women and men by roughly 2055, the report said. Women held about 16 percent of board seats in the S&P 1500 in 2014, up from 8 percent in 1997." BLOOMBERG BUSINESS
 

What To Do About the Privileged White Male Director?

"There are the 1 percenters, and then there are members of corporate boards, who represent something approaching 1 percent of the 1 percent. This fortunate subgroup is generously paid for time spent overseeing public companies — a Globe analysis found that board pay has almost doubled since 2000 at the 200 largest US public companies, with some directors earning million-dollar paychecks. And as a Globe three-part series recently explored, this group remains stubbornly male and white. This needs to change." BOSTON GLOBE


How Crises Can Sink Leaders

“In a big organization, when things turn bad, they tend to get worse. We could hypothesize on why that is, but let’s skip it for now. It’s just a miserable fact of life for leaders, as we were reminded on Wednesday morning by reports of deepening trouble for Chicago Mayor Rahm Emanuel, Yahoo CEO Marissa Mayer, and Volkswagen CEO Matthias Müller. They’re all in the same boat: trying and, so far, failing to get control of a crisis that threatens each one’s survival as a leader.” FORTUNE
 

Right on Cue… The Yahoo Crisis Continues

"The new year is off to a rocky start for Internet stalwart Yahoo. On Wednesday, activist investor and Yahoo shareholder, Starboard Value’s Jeffrey Smith, wrote a strongly worded letter criticizing the company’s board and calling for CEO Marissa Mayer to step down. Yahoo quickly responded … by saying that the company in a 'multiyear transition' and is preparing to be 'more focused.' ... Yahoo added that it would share more about how its turnaround is going sometime later this month." FORTUNE
 

Boards, Show Us Your Cybersecurity Expertise

“On December 17, 2015, Senators Jack Reed and Susan Collins introduced the Cybersecurity Disclosure Act of 2015, a proposed bill that would require publicly traded companies to disclose, in their investor filings with the U.S. Securities and Exchange Commission, whether any member of their board of directors is a 'cybersecurity expert.' If a company lacks a cybersecurity expert, the proposed bill would compel the company to explain in its disclosures why an expert is not necessary and the additional measures the company is taking to improve cybersecurity…. While the proposed bill is a direct response to the recent rise in high-profile data breaches and cyber attacks that large companies have suffered over the previous year, it is misguided.” LEXOLOGY
 

Cabela’s Dances With Activist Investor

“Cabela’s on Tuesday said it would delay the 30-day window during which shareholders can nominate people to its board of directors. The move is a sign, some Wall Streeters say, of a number of possible scenarios: The activist investor [that purchased a large stake in the company] is giving Cabela’s time to work out a deal to sell the company. If the New York investor isn’t happy with the way a sale is being run, it might nominate its own slate of members to Cabela’s board. Those members will then press for changes — or force them — from the inside. [Or] The activist already has a slate of directors it wants to nominate to Cabela’s board. Tuesday’s change buys Cabela’s time to fight those nominees and press for its own slate. It also could buy the activist time to line up investor support for its own directors.” OMAHA WORLD HERALD
 

Easier Than Ever to Get a Seat on Apple’s Board

Getting onto Apple’s board of directors just became a bit easier—kinda. Apple [in late December] filed a document with the Securities and Exchange Commission (SEC), saying that it has changed its bylaws to allow for proxy access to its board. Proxy access will now allow a single shareholder, or up to 20 shareholders, who have owned at least 3% of the company’s shares for a period of three years, to nominate a prospective board member. Proxy access is designed to give smaller shareholders more power. FORTUNE

A Seat at the Table


Highlighted with Pride: The W.K. Kellogg Foundation, one of the largest philanthropic foundations in the United States, announces the appointment of Dr. Cathann Kress, vice president of extension and outreach and a tenured professor in the school of education at Iowa State University, as a trustee to its board. Satellite Healthcare, a leading national not-for-profit and provider of patient-centered dialysis and kidney disease services, welcomes Christobel Selecky, the former co-founder, president, and CEO of LifeMasters Supported SelfCare, Inc., to its board. Boardspan is pleased to have advised both the W.K. Kellogg Foundation and Satellite Healthcare in these appointments.

Citrix Systems elects Peter Sacripanti, partner at McDermott Will & Emery, and Graham Smith, former CFO at Salesforce, to its board of directors. ★  TD Ameritrade welcomes two new directors to its board: Irene Miller, CEO of Akim, Inc., an investment management and consulting firm and former vice-chairman and CFO of Barnes & Noble; and Ann Hailey who had held executive leadership positions at companies such as Mobil Oil Corporation, Pepsico, Inc., Duggan Consulting Associates, Inc., and others. ★  Media executive Lawrence "Larry" S. Kramer, who founded CBS MarketWatch and was until recently president of USA Today, becomes non-executive chairman at The Street, where he has been a director since October 2015. ★  Applied Materials announces the appointment of Adrianna Ma to the board; Ma was previously managing director at General Atlantic LLC, a global growth equity firm. ★  Biotech firm Vical welcomes Thomas E. Shenk, a professor at Princeton University and a pre-eminent virologist, to its board. ★  Robert B. Carter, EVP of FedEx Information Services and CIO of FedEx Corporation, is elected to the board of New York Life Insurance Company. Kinaxis, a provider of cloud-based supply chain management apps appoints to its board Angel Mendez, former SVP at Cisco. Japanese automaker Toyota Motor Corp announces three new advisory board members for its research and development company, Toyota Research Institute to help drive research into artificial intelligence and robots: John Roos, former U.S. Ambassador to Japan, becomes chairman; Rodney Brooks, founder of robot maker iRobot Corp and former director of the MIT computer science and AI lab, is deputy chairman; and Eric Krotkov, former U.S. Defense Advanced Research Projects Agency program manager, as COO.
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