1. NACD; Director, ContractRoom; Director, Objective Interface Systems
Current Challenges in the Boardroom – From the Director’s Perspective San Francisco, CA – October, 2016
Gerald M. Czarnecki
Chairman & Chief Executive Officer, Deltennium Group, Inc.; Audit Chair, Jack Cooper Enterprises, Inc.; Director, MAM Software Group, Inc.; Director, ECO Building Products, Inc.; Chair of Board of Trustees, National University System; Chair & Founder, National Leadership Institute
Steven R. Walker
General Counsel & Managing Director of Board Advisory and Recruitment Services,
NACD; Director, ContractRoom; Director, Objective Interface Systems
Dona D. Young
Lead Director, Foot Locker Inc.; Director, Aegon N.V.; Director, Save the Children

2. What is keeping directors up at night?
Current Environment
What is keeping directors up at night?
Activism
Competitive disruption
Board composition and succession planning
Strategic asset boards
Political and regulatory environment
Geopolitical forces
M&A

3. There’s no time to waste…
Current Environment
There’s no time to waste…
This isn’t for everyone
Passionate, prepared, engaged
Give directors a job description upfront
This isn’t a lifetime appointment
Provide basic training for directors and management
Stress independence
“Think like an activist”
Innovation, disruption, competition

4. Onboarding Offer Letter Director role description Accountability
Oversight
Board responsibilities and essential functions
Competencies aligned with skill sets matrix
Expectations for performance
Time commitment
Compensation, evaluation, tenure

5. Onboarding Basic Training
Director Professionalism
Fiduciary Duties
Roles of board and management
Strategy and risk oversight
Role of the committees
Culture and ethics
Expectations for performance
Time commitment
Compensation, evaluation, tenure

6. Fostering Healthy Debate and Culture
Assuring strong leadership
Agenda setting
Executive sessions before and after meetings
Address disruptive behavior head-on
Encourage constructive tension
Keep open lines of communication with management

7. Recruiting: Overcoming Unconscious Bias
Old school recruiting methods
Dusty rolodex
Club buddies
Friends of the CEO
Recruiters afraid to take risks with new directors

8. Recruiting: Overcoming Unconscious Bias
Strategic Recruitment: Skill Sets Matrix
Evaluate current board against five year strategy
Conduct gap analysis
Making this a “living document”
Confirm diversity of skills, race, and gender
Focus on hard and soft skills of candidates

9. Monitoring Performance
Performance Evaluations: Positive team building exercise
Gauge individual director and full board performance
Review board leadership positions
Include management feedback
Conduct interviews
Implement concrete improvement plans
Constant incremental improvement

10. Re-nomination Is this still the “right board”?
Implementing the skill sets analysis
Has our strategy changed?
Have we undergone a business combination?
Are the activists knocking at the door?
Have we become entrenched?
Rotation of chairs/board committees

11. Offboarding Smooth exits If you have systematically prepared…
Retaining experts
Honoring service
Emeritus status

12. Key Take-Aways Have a passion for this opportunity
This isn’t for everyone…
It’s not a lifetime appointment
Be independent
Engage in continuous education
Ensure board refreshment

13. Key Take-Aways Strategic recruitment Skill sets matrix Re-nomination
Culture and tone
Embrace performance assessments

14. Thank You 14