The velocity of the changes directors are facing shows no signs of slowing down. A significant question for every board is whether a board’s composition, director skill sets, and core board processes remain fit-for-purpose in a world where the board’s mandate is evolving in fundamental ways, including but not limited to earlier involvement in strategy-setting discussions with management and greater engagement between designated board members and major investors. This new mandate places substantially different demands on directors, and boards need to ask themselves, “Are we ready?”
NACD Carolinas Chapter has put together a panel of experts to provide insights on how a board becomes a Strategic Asset Board”
Charles Elson, University of Delaware Weinberg Center for Corporate Governance; Director: Bob Evans Farms Inc., HealthSouth Corp.
Nora M. Denzel, Director, AMD Inc., Ericsson, Outerwall Inc., NACD Northern CA Chapter
Charles and Nora were Commissioners on the Blue-Ribbon Commission Report by NACD; Building A Strategic Asset Board
Jose Rodriguez, Partner in charge of KPMG’s Audit Committee Institute, Board Leadership Center
John Trentacoste, Partner, Farient Advisors LLC
Chris Gyves Partner, Womble Bond Dickinson
NACD has characterized the mission of the board as “[becoming] a strategic asset of the company measured by the contributions we make—collectively and individually—to the long-term success of the enterprise.”
Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also consultant to the law firm of Holland & Knight.
Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors’ Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, Board Diversity, Talent Development, Strategy Development, the Compensation Committee and Long-Term Value Creation, and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He served as well on that organization’s Advisory Council.
He is presently a member of the board of directors of HealthSouth Corporation, a healthcare services provider. He has served as trustee of the Big Apple Circus, the Museum of American Finance, Talledega College, the Tampa Museum of Art, the Tampa Bay Performing Arts Center and the Delaware Museum of Natural History. He is presently a trustee of the Hagley Museum and Library, the Delaware Art Museum and Tower Hill School. He has been included in the list of the “100 most influential players in corporate governance” of Directorship, the “100 most influential people in finance” of Treasury & Risk Management, the list of top 10 governance “stars” of Global Proxy Watch, and Ethisphere’s “100 Most Influential People in Business Ethics” in 2014.
Nora currently serves as a public board director of Ericsson, Advanced Micro Devices, and Talend Software. She is a member of Ericsson’s Technology and Science Committee and the chair of AMD’s Compensation Committee.
She served as the interim CEO of Redbox in 2015 after having retired in 2012 from Intuit (the makers of TurboTax Â® and Quicken Â®) where she was the Senior Vice President of Big Data.
She holds a bachelor’s degree in computer science, and a Master of Business Administration degree from Santa Clara University.
In 2012 CIO Magazine named her as one of the 10 leading women in technology, and Business Insider named her as one of the top 25 women engineers.
Jose R. Rodriguez is the partner in charge and executive director of KPMG’s Audit Committee Institute (ACI), which is part of the KPMG Board Leadership Center. In this role, Jose leads ACI’s initiatives championing outstanding corporate governance to drive long-term corporate value and enhance investor confidence. Focusing on the audit committee and the director community more broadly, ACI engages with directors to help articulate their challenges and promote continuous improvement, delivering high-quality and actionable thought leadership and building communities to foster shared learning. He is a frequent speaker on audit committee and board governance issues.
Jose also serves as an SEC reviewing partner and a foreign filing review partner. He was previously the chief operation officer, global audit, office managing partner for KPMG’s Global Services Center, and the East regional Professional Practice partner. Jose was admitted to the partnership in 1995. He was a member of KPMG’s U.S. and Americas board of directors from 2006 to 2011 and served as the lead director in 2011.
Mr. Trentacoste is a Partner and Head of the New York Office of Farient Advisors, an executive compensation consultancy and performance advisory firm. Mr. Trentacoste works closely with client management teams and Compensation Committees to develop work plans, perform analyses, and develop findings and conclusions. His clients include large, publicly traded companies, privately-held enterprises, and sponsor-backed organizations. In addition, Mr. Trentacoste is responsible for leading Farient’s firm wide recruiting program and deploying our internal training, development, and mentoring programs.
Mr. Trentacoste currently serves as Chairman of the Junior Board of Directors of the Alan T. Brown Foundation to Cure Paralysis and has co-chaired the Foundation’s junior gala for the past two years.
Mr. Trentacoste holds a B.A. from Cornell University and completed a post-baccalaureate business certificate program at Columbia University.
Chris Gyves, Partner, Womble, Bond & Dickinson, advises boards and senior management of public companies on every-day and leading-edge issues in corporate governance, as well as their full spectrum of transactions, including mergers and acquisitions. Chris also leads Womble’s Public Company Advisors Team, a multi-disciplinary team of attorneys who serve the firm’s public-company clients. Chris successfully advised a public company client through a complete corporate governance turnaround leading to the company being recognized by Corporate Secretary Magazine for outstanding corporate governance.