compensation committee and, 123–124
Ackman, William, 160
activists
balance sheet, 140
influence of, xi
information on perspective of, 139–144
meeting with, 150
P&L, 140
pressure from, boards and, 7
risks from, 71
adaptable organizations, 46, 49–51, 78
Adelphia, xii
AECOM, 72
AI, 47
joint ventures with, 53
moneymaking model of, 48
American Express, 105
assessment
of committee chairs, 120
450-degree, 31
leadership development and, 30–31
of performance, 122, 141–143, 145
of strategy performance, 61–63
assumptions, in CEO selection, 21
audit committee, 76–77, 126–127
audits
auto industry, 32
Ballmer, Steve, 161
Bank of America, 53
Barra, Mary, 8, 11. See also General Motors
board communication with, 49
on board refreshment, 113
on cybersecurity, 83
on openness with investors, 155
talent management by, 18–19, 32
Barton, Dominic, 30
Beneficial Bank, 61
Berkshire Hathaway, 8, 10, 102–103
mergers and acquisitions at, 57
Bernstein Research, xiii
benchmarking, 93
best practices for, 92–94
CEO responsibilities vs., 128–129
checklist for creating capable, 115–116
committee redesign for, 11, 93, 117–131
communication between meetings by, 81–82
compensation committee, 11
composition of, 19
customer interaction with, 54–55
employee interaction with, 34–35
engagement of with investors, 2, 11–12, 93, 147–171
evaluation of, 19, 96, 107–110
execution committee, 11
expectations for, 113
expertise and skills for, 72–73, 93, 95–116
in governance vs. management, 63
importance of, 177
industry insiders and outsiders on, 98
information diversification for, 11, 93, 133–146
information seeking by, 144–145
leadership team development and, 29–36
meeting frequency for, 8
meetings with investors, 149–157
the new TSR focus for, 3–5, 15–16
redefining for the long term, 1–12
the right setting for, 105–107
selection criteria for, 97, 101–104
size of, 100
succession planning and, 24–27
technology committee, 11
travel by, 127
Bogle, Jack, ix
Booz Allen Hamilton, 83
Botelho, Elena, 21, 49, 78, 104
Brennan, Jack, ix
on activists on the board, 162–163
on board continuity and change, 111
on curated information, 138–139
on dealing with activists, 158
on governance, xii
on governance vs. management, 63
on investment structure, 166
on risk management, 84
on talent management, 33
Broussard, Bruce, 21
Buckley, Tim, 33
on activist perspective, 139–140
on bad behavior, 85
on board compensation, 114
on board diversity, 101
on board members as pawns, 102–103
at Coca-Cola, 108
on information for boards, 139
on mergers and acquisitions, 57, 60
on openness with investors, 155–156
on risk, 10
on settings for boards, 106
Burnison, Gary, 72
business models, 47
Business Roundtable, 1, 7–8, 175
Calhoun, David, 29
capitalism, stakeholder vs. shareholder, 65–66
capital markets, importance of, xiii–xiv
cash generation, 48
CEOs
board communication with, 135
board information and, 137–138, 144–145
board responsibilities and, 128–129
disruptive technologies and, 52–53
executive sessions and, 107
internal candidate vetting for, 21–22
leadership team development and, 29–36
leadership team turnover and, 41–42
lead independent directors and, 104–105
long-term focus by, 6
in meetings with investors, 154–156
simulations in testing, 21
strategy and risk committee and, 124–125
succession planning and, 19, 24–27
CFOs, 137
change of control provisions, 75
checklists
for board capabilities, 115–116
for engaging with investors, 171
for information diversification, 146
for redesigning committees, 131
for strategy management, 68
for talent management, 44
chief human resources officers, 39–40
Christianson, Wei, 100
Citigroup, 76
Citrix, 165
coaching and mentoring, 28, 35–36
codes of conduct, 86
chairs of, 120
checklist for redesigning, 131
evaluation of, 120
independence of, 119
information independence and 96, 128, 134 (see also information)
nominating and governance, 127–129
strategy and risk, 76–77, 82, 124–126
talent, compensation, and execution, 120–124
communication, xiii
about CEOs under fire, 29
with committees, 120
pacing of, 153
skills in, 102
of committee chairs, 120
culture and, 41
investor interest in, 152
tied to short-term results, 3
compensation committee, 11. See also talent, compensation, and execution committee
talent development and, 19
competitive advantage, 51
competitive threats, 47
confirmation bias, 56
Countrywide Financial, 53
credibility
building, 166
loss of, 29
culture
customers, 46
cybersecurity committee, 129–130
cybersecurity risk, 71, 82–85, 98–99
data analytics, 46
Data Documents, 140
data gap, 135
debt strategies, 72
strategy and, 55
Dell Computer, 6
Delphi Automotive, 8, 53–54, 57. See also Gupta, Rajiv
Delphi Systems, 9
digital technologies, 47
Diller, Barry, 98
Directors’ Council, 8, 11, 29. See also Hooper, Michele
strategy at, 55
strategy evaluation at, 62
disruptive technologies, 52–53, 77–78
strategy and risk committee and, 125–126
division of labor, in boards, 11
Dow, 162
Drexel Directors Dialogue, xii, 2
economic crises, 1
educational initiatives, 176
Eli Lilly, 144
E.L. Rothschild, 145
employee retention, 145
enterprise risk management (ERM), 79–80
environmental, social, and governance (ESG) issues, 173–177
on audit committees, 127
on courage in board members, 102
in investor conferences, 166–167
ethical behavior, 84–88. See also social responsibility
moneymaking models and, 48–49, 55
execution committee, 11. See also talent, compensation, and execution committee
talent development and, 19
executive committee, 130
Facebook, 53
Federal Reserve, 75
feedback
to CEOs, 29
on risk, 81
Fields, Mark, 25
on activists as board members, 163
field visits, 34
financial services, trends in, 52, 61
talent development at, 18
Forester de Rothschild, Lady Lynn, 100, 145, 150
Friedman, Milton, 8
on activists, 159
on CEO experience for board members, 103
on compensation committee, 123
on information asymmetry, 135
Garnier, Jean-Pierre, 22
leadership development at, 31–32
talent development at, 18
GE Capital, 142
General Motors (GM), 8, 9, 11. See also Barra, Mary
compensation at, 37
diversity at, 40
meetings with investors at, 154–155
strategy information at, 49
talent management at, 18–19, 32
GM. See General Motors (GM)
Goizueta, Roberto, 25
Gooden, Linda, 113
governance, xi
failures in, xii
management vs., 63
redefining for the long term, 1–12
Griesedieck, Joseph, 104
GSK, 22
activist perspective and, 139
on meeting with investors, 150
on portfolio management, 57
on replacing board members, 112–113
Hackett, Jim, 25
on board evaluation, 110
on board skills, 99
on CEO selection, 29
information acquisition by, 145
on skills development, 140–141
on strategy, 55
on strategy evaluation, 62
HR. See human resources (HR)
Humana, 21
human capital audits, 19, 74–75
human resources (HR), 55
boardroom representation of, 19
hybrid strategy, 47
IBM, talent development at, 18
Immelt, Jeffrey, 142
inclusion, 19
Inclusive Capital Partners, 65–66, 100, 145
investor influence and, 148
information
activist perspective in, 139–144
asymmetry in, 11
checklist for diversifying, 146
curated vs. overloaded, 138–139
diversification of board, 11, 47, 93, 133–146
independence of, 134
meeting with investors for, 149–157
sharing of for boards, 105–107
strategic initiatives and, 61
initiatives for value creation
compensation linked to, 37
educational, 176
evaluating, 3
sustainability, 66
institutional investors
board relationships with, 7
on short-termism, 5
intellectual property theft, 85
investment patterns, 48, 73–75, 166
investors. See also activists
board engagement with, 2, 11–12, 93, 147–171
changes in, ix–xv
checklist for engaging with, 171
cost of failure for, 148
as drivers of the new TSR, 147–148
needs of long-term, ix–xiii
sustainability and, 64
telling your story to, 174–175
what they want to know, 151–153
Jacobs Manufacturing Co., 58–60
Joyce, Tom, 59
J.P. Morgan Asset & Wealth Management, 20, 39. See also Erdoes, Mary
audit committee at, 127
on guidance to investors, 156
investor conference at, 166–167
joint ventures with, 53
strategic initiatives at, 60
key performance indicators, 128–129
knowledge-based industries, 47–48
Kodak, 46
Lauder, William, 100
Lazarus, Shelly, 40, 64–65, 82–83, 143–144
on activists on the board, 163
on investor information, 153
leaders and leadership, 15
board refreshment and, 111–112
for boards, 93
board selection and oversight of, 17, 20–23, 28–29, 35–36
CEO field-testing and, 23
comfort zones of, 53
continuity of, crises and, 73–74
development of at Coca-Cola, 25–27
information independence and, 134
outside intelligence on, 35
risk from bad behavior by, 71, 84–88
selection criteria for, 97
skills/talents for the future and, 30–31
succession planning for, xv
turnover in, culture problems and, 41–42
lead independent director (LID), 104–105
committee structure and, 119–120
compensation committee and, 124
Levenson, Rodger, 23
LID. See lead independent director (LID)
long-term value creation, 5
boards as drivers in, 164
CEOs and, 20
collaboration between boards and CEOs and, 117
disruption and, 78
at Inclusive Capital Partners, 66
specialists and, 100
stakeholders and, 65
at Wendy’s, 143
Lowe’s, 80
LSC Communications, 72
Lucent, 85
management, governance vs., 63
McGinn, Rich, 85
McKinsey, 31
mergers and acquisitions, 9, 47, 52–53
opposing points of view on, 56–57
strategy and, 55
Merrill Lynch, 53
#MeToo, 41
bad actors and, 85
board expertise on, 99
strategy and, 55
Muilenberg, Dennis, 29
on activists, 160
on board continuity and change, 111
on social responsibility, 64
Musk, Elon, 163
mutual fund assets, ix
Nasser, Jacques, 24
Netflix, 49
net promoter scores, 141
new TSR
committee structure and, 117–118
execution and, 48
investors as drivers of, 147–148
for long-term value creation, 8–12
at Vanguard, 5
Nokia, 161
nominating and governance committee, 127–129
Nooyi, Indra, 6
on activists as board members, 163
on board committees, 118
on board knowledge, 98
on outside perspectives, 144
operating committee, 130
operations, culture and, 42–43
pacing, of communication, 153
Paris Agreement, 67
performance analytics, 31, 122, 141–143, 145
performance evaluation, 122, 141–143, 145
for investors, 151
Pershing Square, 160
Pfizer, 144
Pitney Bowes, 34
Plexiglas, 58
Pozen, Daniel, 154
PPG, 29
premerger bakeoffs, 57
proactive mindset, 39
promotions, 43
Providence Health, 11, 125–126
public corporations, 77
Qualcomm, 169
racial inequity, 1
Relational Investors, 150
Reliance Steel & Aluminum, 72
reputation risk, 84
resource allocation, 45, 72–73
retirement age, mandatory, 111
risk, 3–5, 9–10, 15, 69–89. See also strategy and risk committee
acceptance of, 73
ad hoc committees and, 130
diversification of information and, 134
investor interest in, 152
resources for surviving, 72–73
Robinson, Jim III, 105
on bad actors, 84
on giving guidance to investors, 156
on guidance to investors, 156
Rohm & Haas, 58
Sarbanes-Oxley Act of 2002, xii
Sears, 165
shareholders, 63. See also investors
primacy of, 1
stakeholders vs., xiv
total shareholder return and, 2–3
value redefinition, 7
simulations, 21
skill development, 31–32. See also talent
activist perspective and, 140–141
for employees, 176
workforce preparation, 140–141, 176
environmental, social, and governance issues and, 173–177
investor interest in, 152
strategy, stakeholders, and, 63–67
Spencer Stuart, 38
stakeholders, 118
balancing interests of, 8
long-term value creation and, 65
shareholders vs., xiv
value for, 175
Statement on the Purpose of a Corporation, 175
State Street, 62, 80. See also O’Hanley, Ron
Stotlar, Doug, 72
activists’ perspective on, 144
CEO succession linked to, 21
checklist for managing, 68
diversification of information and, 133
investor interest in, 152
moneymaking models and, 46, 47–51, 55
performance evaluation of, 61–63
strategy and risk committee, 76–77, 82, 118, 124–126
at GM, 19
investor interest in, 152
talent, compensation, and execution committee in, 121
talent development and, 20, 21
supply-chain risk, 72
sustainability, 1, 64–67, 173–177
measuring, 66
Sustainability Accounting Standards Board, 174
Swords, Brendan, 102
talent, 3–5, 17–44, 173–174. See also leaders and leadership
changing employee base and, 32–33
checklist for managing, 44
competition for, 18
diversification of information on, 133
investor interest in, 152
management and oversight of, 18–19
sustainability and, 64
trends in, 32
talent, compensation, and execution committee, 118, 120–124
meetings with investors, 154–156
talent development
culture and, 43
Talent Wins (Charan, Carey & Barton), 30
Target, 160
Task Force on Climate-related Financial Disclosures, 174
technology committee, 11, 99, 129–130
technology risk, 82–83. See also cybersecurity risk
Tesla, 163
test for auditors, Buffett’s, 71, 87
Thunberg, Greta, 67
time constraints, 117
Time Warner, 167
total shareholder return (TSR), 2–3, 173
in meetings with investors, 154–156
Trans World Airlines, 167
travel, 127
Trian Partners, 30, 142. See also Garden, Ed
Wendy’s and, 143
T. Rowe Price, 80, 84, 98–99, 156, 158
Tsay, Caroline, 98
TSR. See risk; strategy; talent; total shareholder return (TSR)
TSR, new. See new TSR
on customer focus, 54
on leadership selection, 20, 32
market modeling and, 52
on risk management, 81
on strategic risk, 77
Tyco International, 10, 35, 79–80, 86, 137
activists at, 150
on activists, 159
boards and risk, 77
at Microsoft, 161
on strategy and risk committee, 124–125
on sustainability, 176
undervalued stock, 166
Unilever, 40
UnitedHealth Group, 34–35, 99, 140–141
United Technologies, 56–57, 80
value creation, 74
meetings with investors at, 150
the new TSR at, 5
operating committee at, 130
shareholder focus at, xi–xii
talent development at, 33
three Cs at, xiv
voice of long-term investors at, xi–xiii
Vanguard 500 Index Fund, ix
Weismann, Bob, 34
Wellington Capital Group, 158
Wellington Management, 102, 154
WhatsApp, 53
Witty, Andrew, 22
women, 39–40, 101. See also diversity
workforce preparation, 140–141, 176
World Bank, xiii
WorldCom, xii
customer focus at, 54
market modeling and, 52
risk management at, 81