Directors & Boards

It was a special day at the “Character of the Corporation” Annual Directors & Boards Forum in New York City, featuring prominent governance professionals & directors who discussed key topics that directors are focused on, including the session that I participated as a panelist, “When Is The Right Time to Leave a Board?” Marcel Bucsescu moderated our panel that also included Ekta Singh-Bushell and Anthony Sanfilippo. We had a robust and insightful discussion that included: - how do you know when it is the right time to step down, e.g. when you feel that you only have a limited amount of insight to contribute; when you have a new board opportunity that may impact your time and attention to serve; or due to a disagreement, etc? - what is a good process to go about leaving the board, e.g., discuss with the board chair and consider appropriate timing and transition - having regular board assessments to provide feedback on individual board performance - keep current and engaged on topics important in the boardroom such as by attending forums like “Character of the Corporation”. I also keep my CPA license current and am a NACD (National Association of Corporate Directors) certified director. - as a director have self-reflection on her/his contributions to the board. I picked up so many nuggets of wisdom from speakers including Chancellor of the Delaware Court, Kathaleen St. J. McCormick; Marietta Colston-Davis; Rob Smith; Maggie Wilderotter; John Bremen; Don Delves; Vada O. Manager; Merit Janow; and Robert Jackson, former SEC Commissioner. Thank you for the speaker invitation Bill Hayes, David Shaw, and Directors & Boards! Photo 1: My panel: Marcel Bucsescu Ekta Singh-Bushell Anthony Sanfilippo Photo 2: Long-time friend and board colleague: Ekta Singh-Bushell Photo 3: Great networking with board colleagues: Nichelle Maynard-Elliott Shannon Nash, Esq., CPA Valerie Mosley, CFA Photo 4: With Erin Essenmacher and Rochelle Campbell (A photo we snapped especially for John Hotta) Photo 5: With board colleague and Forum speaker, Samantha Kappagoda Photo 6: With Forum speaker on Inhuman Capital (AI), Michael Chertoff, Former U.S. Secretary of Homeland Security Photo 7: Charles Elson, Forum speaker and Executive Editor-at-Large, Directors & Boards, Corporate Director including at Blue Bell Creameries (one of my favorite ice creams ??) #DirectorsBoards #CorporateGovernance #CharacteroftheCorporation

The Character of the Corporation 2024 NY conference wasn’t merely a gathering of corporate luminaries; it was a deep dive into the pulse of modern governance, masterfully executed by folks at Directors&Boards - thank you Bill Hayes and team. Here are few aha-moments: - Navigating the Regulatory Maze: From the intricate perspectives of the Delaware Court that kicked things off (Chancellor K. McCormick, Carl Hess) to a prophetic crystal-ball gazing at the shifting sands of the U.S. Securities and Exchange Commission's priorities that wrapped it up (Commissioner R. Jackson)—legal eagles parsed and pondered. For newbies, it was a crash course; for the old guard, a vital strategic tonic, with an occasional splash of ginn. - The Superstar CEO Phenomenon was sliced and diced with the precision of a boardroom scalpel. Is an outsized ego a boon or bane for a corp leadership? The jury suggested a dash of "chutzpah" might be essential among Directors (Lawrence Cunningham) tempered, of course, with a modest serving of humility—easier preached than practiced, but fervently debated nonetheless. - Stakeholder Engagement: Today's creed is all about authenticity. The counsel was unequivocal: communicate with clarity, if you're in doubt, double down on dialogue. Stakeholders are not just spectators; they're participants with expectations of being acknowledged and understood. Thomas Bostick, Orlando Ashford Sr, Maggie Wilderotter - Board Dynamics: when to gracefully exit from the board? What are the best practices for ensuring board vitality? Should we enforce term limits, or let Darwinian dynamics dictate board evolution? Views varied, but the call for fresh ideas was universally endorsed. Ekta Singh-Bushell, Janet S. Wong, Anthony Sanfilippo - AI: The Legal Black Box. As AI threads itself deeper into the corporate fabric, the legal implications of its opaque decisions were intensely scrutinized. In the governance charters, directors are desperate to demystify who holds the liability when AI fumbles. The responses were as murky as they were fascinating, sketching out a terrain still ripe for exploration. Samantha Kappagoda John Bremen - Geopolitical Tensions and Corporate Strategy: In times where geopolitical earthquakes can redraw market maps overnight, mastering the global chessboard is imperative. Strategies for navigating through stormy geopolitical waters underscored to expect the unexpected, be it Black Swans or Grey Swans, and arm yourself with a playbook that’s as cautious as it is proactive. Merit Janow, Vada O. Manager James Lam A heartfelt salute to Directors & Boards team, and the illustrious panel of experts for orchestrating such a rich and engaging exploration into the intricacies of modern corporate governance. The insights exchanged were not just enlightening but profoundly influential, arming us with knowledge to wield in our own governance battles.

Join us at the Character of the Corporation next week in New York City, featuring prominent governance professionals & directors such as @Janet S. Wong, who will be discussing key topics that directors are focused on, including when to know it is the right time for a director to leave their board. November 20, New York City. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation

Executive Session is back, with episode 5 of the official podcast of Directors & Boards! This episode we talk to Lara (Livingstone) Lee about innovative thinking for directors, Lawrence Cunningham about the debate over generalists or specialists on boards, and Kimberly N. Ellison-Taylor about why "business transformation" is a better term than "digital transformation" to describe the work of directors guiding their companies in technology adoption. Check out the episode today and get all future episodes at the Directors & Boards website or wherever you get podcasts.

What characteristics define a superstar CEO? What skills and candidates are search committees looking for in a CEO? Attend The Character of the Corporation to join in the discussion – and debate – on the superstar CEO. November 20, New York City. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation

CEO compensation is a prominent topic for directors & governance professionals. Attend The Character of the Corporation to hear @Charisse Lillie, Compensation Committee Chair of Penn Mutual, among many other governance professionals discuss the intricacies and limits of CEO compensation. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation

Featuring the Character of the Corporation Keynote Speaker: Chancellor Kathaleen McCormick. Join us in New York City to hear from Chancellor McCormick and other governance professionals on key governance issues. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation

Featuring the Character of the Corporation Keynote Speaker: Robert J. Jackson, Jr.. Join us in New York City to hear from former SEC Commissioner Jackson and other governance professionals on key governance issues. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation @Robert J. Jackson, Jr.

The fourth episode of Directors & Boards' exclusive podcast, Executive Session, is out, and it features two perspectives on AI from Allan Grafman and George Casey (of RSM US LLP) and an interview on the topic that AI can seem to push to the technology back-burner: cybersecurity. Our cybersecurity segment features the perspective of Rob Lyman, a retired brigadier general in the U.S. Air Force. Don't miss this episode on technology issues both old and new, but equally as vital!

How do you better understand and engage with stakeholders? How can you do this when many stakeholders have differing viewpoints? Join governance professionals and directors alike at The Character of the Corporation to be in the room for these vital discussions and more on issues boards face each day. November 20, New York City. Register today: https://lnkd.in/ggj8YUVP #CorpGov #DirectorsBoards #CharacteroftheCorporation @Maggie Wilderotter