High-performing boards challenge each other, embody a diversity of thought and culture and focus on shareholder value, Gordon says
A surfeit of new regulations has made it tougher to serve on corporate boards than ever before. The National Association of Corporate Directors honored the best directors at its 2013 Directorship 100 Gala held in New York on December 3.
After a musical comedy send-up of the frenetic schedule that multi-tasking, multi-board serving directors maintain, Ken Daly, president and CEO of NACD, in his welcoming remarks, celebrated the award winners as ‘those who have left an indelible mark on the boardroom and set the gold standard’ for corporate governance
This year's honorees include Robert Ingram, who received the NACD B. Kenneth West Lifetime Achievement Award, and Ilene Gordon, who was named Director of the Year. Anne Mulcahy, David Nadler, John Nash and John Olson were inducted into the NACD Directorship 100 Hall of Fame.
The crowd of 350 included star names such as Myron Steele, the recently retired chief justice of the Delaware Supreme Court, and Mary Schapiro, former SEC chair. Jeff Cunningham, managing director and senior advisor, NACD served as the master of ceremonies.
In presenting the Director of the Year award, NACD board chair Reatha Clark King, described Ilene Gordon, chairman, president and CEO of Ingredion, as a triple threat and ‘international woman of mystery, who has served on five public company boards and was the first female director at each.’ Gordon has also been named one of the most powerful women in business by Fortune magazine for a second consecutive year, she added.
Accepting the award, Gordon thanked Jerry Pearlman, former CEO of Zenith Electronics, who ‘took a chance on me and gave me my first director appointment’ when she had just turned 40. She shared three things that she has learned contribute to a high-performing board:
• They constantly challenge each other and the chairman;
• They represent a diversity of thought and cultures;
• They focus relentlessly on shareholder value.
During a fireside chat on stage, Hall of Fame inductees John Olson, founding partner of Gibson Dunn, and David Nadler, vice chairman of Marsh & McLennan Companies and founder of Mercer Delta Consulting, shared highlights from their decades of experience in corporate governance. Nadler said his biggest concern now is the regulatory burden, which requires that a lot of time be spent on compliance matters. He also voiced concerns about ISS and Glass, Lewis, which comprise 90 percent of the proxy advisory market and have conflicts of interests. And he critiqued activist investors whose short-term focus can work against companies' long-term goals, although he acknowledged they can also prompt management to think differently.
Olson said he shared Nadler’s concerns and added his thoughts about the frenzy over executive pay. ’The image created in the public eye about overcompensated executives I think will lead to increased regulation regarding executive pay. Boards must better convey what's going on,’ he said.
The video tribute to Robert Ingram, chairman of Elan Corp. and lead director of the boards of Valeant Pharmaceuticals and Cree, who accepted the B. Kenneth West Lifetime Achievement Award, praised him as a leader who people listen to because he listens to others.
Ingram expressed gratitude to his two mentors John Medlin, former Wachovia CEO, and John McArthur, former dean of the Harvard Business School, ’who made me think and think more critically.’ Like Medlin, Ingram also served on the board of GlaxoSmithKline.
But Ingram reserved his biggest thanks for his mother, a single parent who built and later sold her own business and helped shape his boardroom philosophy. ‘She said every time you sit in the boardroom, you're there to protect people like me,’ he recalled. ‘What you do in there impacts the life savings of people like me.’
