This article by Scott Chase was featured in the Directors & Boards Fourth Quarter 2013 Report and highlights some of the VIP Members of Women in the Boardroom. Click here to access the original ‘Directors to Watch 2013’ article.
Senior business leaders at the fourth SAIS Global Conference on Women in the Boardroom in late September called for increased representation of women on corporate boards in the United States. Participants agreed, as a matter of U.S. economic competitiveness, it is essential that a national high-level task force be convened, comprising business, government, and civil society, to drive greater diversity on corporate boards. The task force would jump-start progress by identifying and addressing obstacles to greater representation of women in the boardroom. According to statistics compiled last year, at 17% female board members, the S&P 500 now trails Norway (40%), Finland (27%), Sweden (26%), France (22%), Denmark (18%), and the Netherlands (18%) in terms of the percentage of women serving on the largest company boards. The conference was hosted by the Center for Transatlantic Relations at the Johns Hopkins University Paul H. Nitze School for Advanced International Studies (SAIS) for CEOs and board chairmen, business leaders, government officials, institutional investors and international experts. The programming focused on developing business-led strategies to accelerate the selection of qualified women for board service.
BARBARA NICK, President, Michigan Gas Utilities & Minnesota Energy Resources Corp.
Barbara Nick is an energy executive with more than 30 years of varied leadership who displays a honed approach to leadership, board service, and strategic thinking. Her experience includes profit-and-loss responsibilities for companies in two states with revenues of $400 million, field operations for over 1,000 employees, customer relations, bulk power sales, information technology, and corporate strategic planning. Among career highlights are her executive sponsorship for a beta partnership with Google.org for its PowerMeter software and redesigning the IT structure to support succession planning. She also led due diligence and integration efforts associated with mergers and acquisitions as Integrys Energy Group grew from a one-state utility to a regional energy company. Her contributions in the areas of corporate governance and board strategic planning build on her deep and broad knowledge of business, long-term strategic thinking, and understanding of diverse stakeholder perspective and influence. She is president of the internal Integrys boards governing Minnesota Energy Resources and Michigan Gas Utilities. She is also a long-serving member of the Energy Center of Wisconsin board, where she serves as chair of its business development committee and is secretary. Prior board service includes Wisconsin Valley Improvement Company, Wisconsin Public Utility Institute, the Boys and Girls Club of Green Bay, Downtown Green Bay Inc., the Manitowoc Area Corporation of Retired Executives (SCORE), the Libertas resource and development board, and Two Rivers Community Hospital.
Managing the Mission/Margin Tension: “Good corporate governance requires boards to engage in conversations about ways to meet financial targets and build sustainable opportunities that further the mission. One technique is to ask directors to take on alternating roles of ‘Fiscal, Hawks’ and ‘Mission Doves: This fosters an ongoing dialogue when making difficult decisions that involves both earnings targets and mission-driven objectives. Successfully managing this tension creates sustainable shareholder value.”
LAURIE BENSON, CEO, LSB Unlimited
Laurie Benson is the CEO of LSB Unlimited, a business consulting firm helping organizations and individuals realize their potential, specifically through advising CEOs and executives in industries ranging from financial, high tech, biotech, manufacturing, medical and other growth-oriented organizations. At her core are integrity, thought leadership, strong corporate culture and values, innovation, and clear vision amidst complexity. A pragmatic risk taker, she recognizes and acts on opportunities. She co-founded and served as CEO of Inacom Information Systems, a business solutions provider specializing in technology consulting, education, and procurement, for 25 years. Under her leadership she focused both on an organic and M&A growth strategy. She exited the business at the time of sale to Core BTS in 2009. Benson credits the significant role of her board of directors for their success. Her current board service includes First Business Bank Madison (a wholly owned subsidiary of Nasdaq-traded First Business Financial Services Inc., Mead & Hunt, Bassett Mechanical, and MIG Commercial Real Estate. She also serves on the UW-Madison Weinert Center for Entrepreneurship board, UW Whitewater Entrepreneurship board, WWBIC ($5 million micro-loan fund), and the American Family Children’s Hospital advisory board.
Importance of Clarity of the Role of Independent Directors: “What is your role as an independent director? It may seem obvious, but sometimes this can get lost as discussions take shape in the boardroom. A high impact, high performance board begins with each director understanding their individual and collective roles. The governance committee of one of the first boards I served on provided each member with a specific list of the roles of the directors. I review this list as the first step in preparing for every board meeting. It sets my mindset and tone for focusing specifically on the role of the board as it relates to agenda topics. This enables me to stay focused and diligent in carrying out my board responsibilities, and our collective board is able to do our best work in providing significant and sustainable impact.”
DARCY HOWE, Director, Heatron, Inc.
Darcy Howe is a high-performing executive and board director with extensive experience building an entrepreneurial business within a Fortune 100 company in the financial services industry. As the founding partner and co-development lead for an elite private banking and investment group, she has 30 years of financial services experience with strategic planning skills, general business management expertise, and business advisory services. Her clients include entrepreneurs, family business owners, Fortune 500 executives and two Forbes 400 families. She is an experienced board director who brings a strategic perspective with financial discipline and risk assessment expertise to the boards, companies, and the families she serves. Howe has brought her diverse experience and talents as an advisor to numerous boards and committees. Her value to these boards includes strategic oversight on growth, expansion, consumer insights, alliances, process improvement, branding, and change initiatives. As a founding member of a women-led angel investing network, she helped the organization create a path for 72 women-led ventures to apply for angel funding, with 25 of those companies moving forward for investor presentations. To date, six companies have received funding. She currently serves on the board and is a member of the compensation and audit committees of Heatron Inc., an engineering company specializing in custom heating and LED integration. In January 2013 she was nominated to the board of advisors of The Barna Companies.
To Whom and How Do Independent Directors Serve? “Directors who serve on boards of private companies with only a handful of shareholders must consider their role more broadly than those tasked to represent public shareholders. Shareholders who run the business are looking to directors for their network to help the business with opportunities as well as to overcome challenges. Directors are their confidants on internal issues as well as the sometimes delicate business of dealing with shareholders not running the business. If the business is family-owned, directors can play a vital part as advisor on developing the talents of future generations and helping shareholders and their spouses reach envisioned endgames for themselves and the business.”
BARBARA ALLEN, Director, RLI Corp.
Barbara Allen is a director for RLI Corp., a $1.8 billion market cap specialty insurance company, where she is chair of the compensation committee and a member of audit committee. She is also director at Horray Puree, an early stage food business, and co-chair for WomenCorporateDirectors Arizona. A retired senior executive with extensive domestic and international experience, Allen previously was with Quaker Oats, where she was executive vice president responsible for the $700 million international food business, directing 5,000 people worldwide. She was also a partner with strategy consultant Everest Group, president of Proactive Partners, a fitness-wellness service provider, president of corporate supplier solutions at Corporate Express, and CEO of WUSA, where she directed the launch of the women’s professional soccer league. In the past, Allen served on the boards of Maytag (appliances), Tyson (chicken and beef), Converse (athletic footwear), Charthouse (restaurants), Lance (snack foods), and Coty (cosmetics and fragrances), where she served on audit and compensation committees.
Adding Responsibility and Focus: “A board has responsibility to add value, to focus on issues that drive long-term value, including strategy and succession planning along with oversight of corporate performance, risk and compliance. Monitoring performance, risk and compliance in today’s rapidly changing business and regulatory environment is important, is demanding, and can be time-consuming. A board needs to be very disciplined to give necessary time and attention to these and still engage with management in substantive discussion and review of long-term value drivers.”
TERRIE POHJOLA, Director, Thrivant Trust Co.
Terrie Pohjola is a CPA with over 20 years of experience serving on for-profit, nonprofit, and trade association boards. She currently serves on the board of directors at Thrivent Trust Co., where she chairs the audit committee. Thrivent Trust is a wholly owned subsidiary of Thrivent Financial, a Fortune 500 financial services organization with over $75 billion in assets. She previously served on the Thrivent Bank board, where she chaired the audit and technology committees. Pohjola also serves on the boards of Big Brothers Big Sisters of the Fox Valley Region and the Gordon Bubolz Nature Preserve. She was previously on the board of United Way Fox Cities, serving as board chair and vice chair. She also held board and committee positions at the Information Technology Association of Wisconsin, Property Casualty Insurance Association of America, Youth Services of the Fox Valley (now Boys & Girls Club) and the St. Elizabeth Hospital Community Foundation. She recently retired from SECURA Insurance, where she served in a variety of executive leadership positions in information technology, sales and finance, including corporate treasurer. While there she created SECURA’s Green Committee and authored the company’s social responsibility policy. Prior to joining SECURA she spent 15 years in officer level positions in the banking industry.
Corporate Boards Need to Focus on Best Practice Succession Planning: “Often, the board nominating committee is more reactive then proactive when filling open board positions. When a board member is near the end of his/her term and will not be continuing, the committee will start to search for a successor. Best practice is to be continuously on the lookout for good board candidates whose skills would complement and strengthen the board’s current knowledge set. Nominating committees should consider developing a pool of potential board members who would be in a position to join the board when an opening occurs. Better diversity likely would be easier to achieve as well with a longer time frame behind the nominating process.”
BARBARA A. NUGENT, Partner & Director, Stradley Ronan LLP and Director, MetLife Funds
Barbara A. Nugent brings over 30 years of experience in the investment management industry to counseling clients on the business as well as the legal and regulatory aspects of fund and investment advisor operations, compliance, and mergers and acquisitions. She is recognized for her expertise in guiding independent directors through board mergers, succession planning, implementation of governance best practices, and risk oversight. Nugent serves on the board of Stradley Ron on LLP, where she is a partner in the firm’s nationally recognized Investment Management Group. She is also an independent director of the Episcopal Healthcare Foundation, where she oversees the foundation’s investment advisors. She recently was elected to the MetLife Funds board, effective January 2014, where she will focus on compliance, risk oversight, and governance matters. Nugent co-authored the group’s “New Director Training Manual” and regularly presents on topics such as “Fostering Highly Effective Boards:’ Nugent began her career in the mutual fund industry at Delaware Investments, where over 13 years she led various operational divisions of Delaware Service Company, the fund administration and transfer agency arm of Delaware Investments. She is also founder and president of True North Board Governance, which provides succession planning and governance best practices assistance to independent directors.
Characteristics of Highly Effective Boards: “Highly effective boards require leaders who are well versed in the industry and who set a strong governance tone at the top. The most effective boards select and nominate directors with skills and experience that complement those of current board members and who can work collaboratively and actively with fellow board members and management. Mutual fund directors serve as ‘watchdogs’ for the shareholders whose interests they must protect, but increasingly are called upon by the SEC to be its ‘eyes and ears’ as well. In today’s market environment of increasingly complex investment products and continuing market volatility, directors must continually stay abreast of new products, new regulations, and develop new and better ways to diligently monitor for potential conflicts of interest to effectively protect the interests of the shareholders they serve.”
Thanks to Directors & Boards for giving us permission to share this article. The opinions and experiences expressed by the author or subjects do not necessarily reflect those of Women in the Boardroom.