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Chapter Meeting Resources

Event Summaries


Please click the links below for summaries / event recaps from our past events:

 

2017


April 11 - Policy, Audit and Risk - A Conversation with Cindy Fornelli

March 21 - Five Key Questions Directors of Emerging Companies Should be Asking

February 21 - A Conversation with Chelsea Grayson, CEO of American Apparel

January 10 - Growth, Red Flags & Ethics:  A Discussion with John Hueston

 

2016

November 1 - 10 Questions Every Director Should be Asking

September 7 - Latina Leaders in the Boardroom

July 19 - Leading Change - Board and Investor Perspectives:  A Conversation with Ted Craver

May 31 - Global Economy and Corporate Governance Implications

May 17 - Harmonizing Goals of Outside Directors with Management Teams - Ron Sugar

April 28 - A Conversation with Anne Sheehan / Michelle Edkins / Chris Mitchell

March 22 - Generational Disruption:  The Impact of Generational Dynamics on Leadership - Chuck Underwood

February 16 - Fireside Chat with Maggie Wilderotter, Executive Chairman of Frontier Communications

Recaps from Previous Years

5/18/15 - "A Price Worth Paying?"

NACD Southern California hosted a breakfast program at The California Club on Monday, May 18, from 7:00 am to 9:15 am including time for networking and peer-to-peer exchange.  There were 35 members and guests in attendance at this unique event.

The theme of the meeting was an interactive workshop discussion of a provocative film centered around critical board and ethical issues titled “A Price Worth Paying?".

This 90-minute program was led by David Kistenbroker of Dechert LLP and Professor Ken Merchant of USC Marshall School of Business.

Mr. Kistenbroker's firm created the video case study based on real life examples.  Professor Merchant currently teaches the Ethics class (among others) in the Accounting department of the Marshall School.

The film was shown in three parts, with vibrant discussion between the speakers and audience occurring after each segment.  

The key discussion issues included:

  • New CEO compensation and incentive packages;
  • Aggressive moves by the new CEO in hiring and an acquisition;
  • The stacking of board votes by the non-executive Chairman;
  • Failure to perform due diligence, brushing over key signals that would indicate further review;
  • Muffling dissenting voices within the company, dismissing the message of a whistleblower as a disgruntled employee; and
Not providing enough support to the General Counsel and Internal Audit function to perform their task.

4/16/15 -  "Cyber-Security Action Primer for Board Members, Without the Eye Rolling"

NACD Southern California hosted a lunch program at The California Club on Thursday, April 16. There were 40 members and guests in attendance at this informative event to participate in the discussion focused on Cyber Security.

Dr. Richard Schroth and Mr. Chris Mitchell were the two speakers.  Dr. Schroth is a Board Fellow and faculty member of NACD, and currently consults with Boards (not management) on cyber issues.  Mr. Mitchell is a board member and advisor to nine companies and the Chairman of NACD Southern California Chapter.

The 90 minute discussion was punctuated with a lot of questions from the audience.

The framework for the conversation was the Five Principles outlined in the NACD Handbook on Cyber-Risk Oversight. The messages for each of the principles were conveyed through relevant real-live examples and intensive Q&A.

Take-aways were as follows:

  • Cyber is now the fifth theater of war - besides land, sea, air, and space - and there is an offensive component that may be emerging in some companies.
  • Make sure that policies are in place regarding cyber escalation and use of resources that fall outside the norms of containment and mitigation
  • Private Equity firms have a great interest in cyber cleanliness before having companies in their portfolios.  Valuation Protection is more important than mere compliance.
  • Digital due diligence and digital asset management are increasingly critical components of M&A transactions.
  • Companies need to protect digital assets not just inside the firewall but also outside the firewall to include social media - and CIO/CISO should acknowledge their expanded roles.

The five NACD principles for board members are as follows:

1.  Cybersecurity is an enterprise-wide risk management issue, not just an IT issue.
2.  Understand legal implications of cyber risks specific to the company
3.  Have adequate access to cyber expertise and provide enough time on board agenda
4.  Management must establish framework with adequate staffing & budget
5.  Identify cyber risks to avoid, accept, mitigate, or transfer


3/18/15 - "Disrupted or Disruptor - Which one is your Company?"
    • NACD Southern California hosted a lunch program at The Pacific Club on Wednesday, March 18.  There were 42 members and guests in attendance at this sold out event to participate in the panel discussion focused on the topic of “Disrupted or Disruptor – Which one is your Company?”.

    The Audit Committee Roundtable of Orange County (ACROOC) was a joint host of this program.


    The panel consisted of three outstanding experts:  Bob Zukis (Senior Director at Genband, a 30 year retired PwC veteran and NACD So Cal board member), Martin Giles (formerly the US Technology correspondent for The Economist and recently appointed partner at Wing, a VC firm in the Valley), and Sean Middleton (founder and COO of Cognizant’s Emerging Business Accelerator).

    Bob Zukis moderated the panel and engaged the audience throughout the 90 minute session.

    Key Takeaways:

    • Stage setting by the three panelists using Gartner’s Hype Curve indicating where the various technologies are on the spectrum. For Board members, there were a couple of mnemonics to focus on the most disruptive technologies -- “DMC” [Data, Mobile, Cloud] or “SMAC” [Social, Mobile, Analytics, Cloud].
    • Barriers are getting very low for disruptors, although scaling still remains a formidable task.  e.g. Uber and Airbnb.
    • Big difference between “privacy” and “security”.  Customers want an opportunity to take back their own data.  Establish relationship with customers so the Company knows where they are and can send them tailored messages.
    • Board members can oversee the various technologies proposed by management and to recommend those that management has not suggested:
      • Make a series of small bets to reduce the cost of failure
      • Watch for “pirates” within the Company who are not being listened to.  They are the disruptors and they will jump ship quickly if not listened to.
    • About 15% of technology spending is for new technologies, the rest is to “keep the lights on”.  It takes several years (3 to 5) for technology investments to start paying off.
    • Specific ideas for Board members to ensure their Company is on top of technologies that affect them:
      • Be very supportive of “intrapreneurs” by having Board members talk to the disruptors
      • Couple of Board members need to be disruptors themselves
      • Periodically have Board meetings in Silicon Valley and arrange to have meetings with young companies that could be disruptors
    • The single biggest disruptive factor mentioned by each of the three panelists were:
      • Sensors in both hardware and software, because sensors both gather and transmit data
      • Analytics - making sense of the massive amounts of data, with not enough scientists to cope with the analysis
    Permanent shift in power from companies to consumers

2/24/15 - "Revenue Recognition Changes:  Impacts Beyond Financial Statements - What Directors Need to Know"

NACD Southern California hosted a breakfast program at The California Club on Tuesday, February 24.  There were 35 members and guests in attendance to participate in the panel discussion focused on the topic of “Revenue Recognition Changes: Impacts Beyond Financial Statements - What Directors Need to Know”.


The panel comprised of moderator, Joan Herman (board member of Convergys and HealthSouth), Bala Iyer (board member of several companies including QLogic and Power Integrations), and Dorian Redding (Partner with EY Advisory Services).

The panel discussed the implications of the new mandated process of revenue recognition by public companies, to be effective in 2017.

Takeaways:       

  • Revenue to be recognized when customer has control of the asset. Change is industry-specific and will affect most sectors including pharma, software, retail, real estate, and others.
  • Change reflects move towards more principles-based than rules-based and brings US GAAP closer to IFRS.  During the transition period, be prepared for intra and inter-company pressures as each group has its own ideas on “principles”.
  • Every contract needs to be examined for performance obligations, transaction price and ability to recognize revenue when each performance obligation is satisfied. [Excludes leasing, insurance, and financial instruments contracts].
  • Audit  Committee needs to understand from the company:
    • Effects on processes and financial reporting - request a pro forma under new revenue recognition rules
    • Financial staff preparation for the change and whether it has sufficient resources.  Companies that have started to work on the change find that examination & revenue impact by each contract is both painful and time-consuming
    • How external auditors are involved in the implementation
    • Compensation Committee to understand the impact on executive bonus compensation, in particular, and the commissions plans in general.
    • Board should request company’s plans for:
      • Changes in contract terms and conditions going forward immediately, to reflect new policies and properly record revenue

        Communicating with stakeholders (especially the investment community) to prepare them for change

 

1/7/15 - "India - Dealing with the New Regime"

NACD So Cal held its first event of 2015 on January 7, a luncheon program focused on the topic of “India - Dealing with the New Regime”.

  • The foundation for the program was the election of the new Prime Minister Modi in May 2014, and the very high degree of interest shown by both the US Administration and the US business community expecting that the business climate will change for the better and be more friendly.

  • The objective of the panel discussion was to draw out the causal factors for board members to consider if their companies were in the process of either entering an Asian market, expanding their presence, or items to consider if their Company was already doing business in India.  The panel attempted to answer the overall question - “Why India, Why Now?”

    The following three panelists were chosen to provide three different perspectives for board members.

    Jon Layne (partner at Gibson Dunn)

    • Gordy Kanofsky (trustee of the Neilsen Foundation and former CEO of Ameristar)
    • Myron Steele (recently retired Chief Justice of the Delaware Supreme Court, now partner with Potter Anderson)

    Following are key takeaways from this educational event:

    Keep an eye on developments related to forum selection bylaws and determine what your company should do.

    • Watch ongoing developments related to fee-shifting provisions, whether that should be in the bylaws or the charter.  Delaware legislature will debate the bill in the CY 2015 session.  Consider what, if any, actions you should take.
    • A board must make a conscious decision to accept or reject any offer, with or without establishment of a Special Committee.  You cannot simply say “no” without due consideration.

      Based on prior court decisions, good governance, and legal protections, it is best practice for the board/special committee to hire competent, independent, financial advisors.
    • Directors appointed to a Special Committee must be both independent and disinterested.
    • Courts will defer to a board’s business judgment but will carefully scrutinize process to confirm that processes related to transactions were appropriate.

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