Director composition is a top shareholder concern in 2017. Having the right composition on the board can drive the organization's ability to achieve its strategic goals. How does the company strike the right balance of skills, backgrounds, and diversity of perspectives on the board to guide the company forward?
This discussion explored key challenges in board recruiting, diversity, self-evaluations, dealing with underperforming directors and succession planning.This session also included a brief overview of the PwC2017 Annual Corporate Directors Survey which focuses heavily on board composition.
Soundbites from the event:
PwC shared highlights from their 2017 Annual Corporate Directors Survey noting the following key points:
The top 3 desired attributes for Directors continues to be financial, risk and industry experience, consistent with prior years. Cybersecurity and IT/Digital expertise are also high on the list of desired skills and there is a desire for diversity. Less then one-fifth of directors are satisfied with the current level of expertise on their boards.
Clearly the most effective method for driving board refreshment, by far, is a strong focus from the board chair or lead director.
46% of directors think someone on their board should be replaced, while only 15% said that a member of their board was provided counsel or was not re-nominated as a result of the assessment process.
Paul DeNicola is a Managing Director at PwC's Governance Insight Center where he works to extend the firm's thought leadership on leading-edge governance practices. An active speaker at forums for directions and governance professionals, Mr. DeNicola also advises audit committees and boards of directors on emerging governance issues. He has twice been named to Directorship Magazine's list of the 100 most influential people in U.S. corporate governance. Mr. DeNicola was also honored as a recipient of the Rising Star Award from the Millstein Center for Corporate Governance and Performance at the Yale School of Management.
Mary Ann Cloyd was a Senior Partner with PricewaterhouseCoopers (PwC) with responsibility for leading PwC's Center for Board Governance at the time of her retirement in 2015. Ms. Cloyd has over 39 years of public accounting experience serving multinational corporate clients in a variety of industries including biotechnology and pharmaceuticals. Ms. Cloyd has served on both PwC's Global and US Boards, where she chaired the Risk Management, Ethics & Compliance Committee and the Partner Admissions Committee on the US Board. On the Global Board, she served on the Risk and Operations Committee and the Clients Committee. Ms. Cloyd is on the Board of Trustees of the PricewaterhouseCoopers Charitable Foundation, Inc. and a past President of the Foundation, and she is Chair of the UCLA Iris Cantor Women's Center Advisory Board. She currently serves on the Nominating & Corporate Governance committee for Bellerophon Therapeutics.
Patti Connolly has a rare blend of corporate and nonprofit leadership. She currently serves as Executive Director for Drexel University's Center for Corporate Governance. Prior to that she was Vice President for PNC Financial Corporation's retail and private banking group, and held executive roles with the Philadelphia Museum of Art. Ms. Connolly is presently engaged as Chairman of the Nominating & Governance Committee for Shore Medical Center. She also has had board experience with Shore Memorial Health Systems, Chestnut Hill College and PNC Bank, Women's Financial Services Network Advisory Board.
Mr. Oleksiuk has nearly 16 years' experience in corporate governance, including with BlackRock in various roles since 2006. At BlackRock, Mr. Oleksiuk leads a team responsible for analyzing corporate governance, including environmental and social factors; engaging with management or board members; proxy voting per BlackRock's policies; and contributing to the development of market-level policies and practices that support long-term shareholder value creation. Prior to joining BlackRock, Mr. Oleksiuk spent five years with Institutional Shareholder Services, where he held various roles. He serves on the PCAOB Standing Advisory Group and chairs the Council of Institutional Investors (CII) Corporate Governance Advisory Council.
Michael Williams has extensive experience in business, finance, accounting, mortgage lending, real estate and the regulation of financial institutions. He currently serves as Lead Independent Director of Realogy Holdings Corp. He is also a member of Realogy's Audit and Nominating and Corporate Governance Committees. Mr. Willams has served as senior advisor to Sterling Capital, a private equity firm, and as non-executive chairman of Prospect Mortgage, one of its portfolio companies. He has also been President and Chief Executive Officer of Fannie Mae, and a member of its Board of Directors and executive committee.