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Volume 13, Number 23• January 9, 2017
Featured Article | What's Ahead| Looking Back | Calendar of Events | News
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Featured Article


On Donald Trump and Deciding...and Re-Deciding
BY KENNETH R. BROUSSEAU, PHD

Trump appears to have a flexible operating style for considering matters in private, a radical departure from his decisive public style.

If President-Elect Donald Trump’s post-election decision-making style has you puzzled, you’re not alone. Is he completely impulsive? What about the mean-what-I-say candidate we saw during the campaign? Behavioral science may offer some clues as to what we may expect from the incoming Decider in Chief.
 
In general, most of us have two decision-making styles: a public style and an operating style. Our public style is how we present ourselves to the world when processing information and making decisions. Our operating style reflects our thinking and decision making when we are alone or in the presence of a small number of familiar people. 
 
The distinction between the two styles is important because the person you first encounter publicly in a decision-making situation may differ sharply from the one you will come to know after a lot of contact, especially outside the presence of many other people.
 
Styles have nothing to do with intelligence and there are no right or wrong styles. They are habits, and most habits work on an unconscious level, especially when we are alone or with trusted people. That’s when our operating style kicks in - we do what we do naturally without giving thought to how we are doing it.
 
So, what is Trump’s decision-making style?

 
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Directors & Boards Director Education Webinar Series


After the Election: Executive Comp, Audit, Risk and Governance Issues
December 1, 2016
REPLAY >

Navigating Successful Mergers & Acquisitions: What Directors Need to Know
November 16, 2016
REPLAY >

The Board’s Role in Defining, Communicating, and Sustaining Corporate Culture
September 14, 2016
REPLAY >

 

What's Ahead

Trends in Board Recruitment

BY DAVID SHAW

 

The recent presidential election has created potential changes in the nature of board service, especially on the regulatory front.  But a few things won’t change in terms of recruiting for new board positions.  These include the drive toward increasing diversity on public company boards, the need for new and unique skillsets on the board, and a growing move toward generational transition on boards.
 
To review these continuing trends in board recruitment, Directors & Boards spoke to David Chun, Founder and CEO of Equilar, and Judith M. von Seldeneck, Founder and Chairman of Diversified Search.  These two experts represent the perspectives of a board intelligence service and a search firm, respectively.  
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Looking Back

Forty celebrities who served as corporate directors

BY JAMES KRISTIE

Just as their performances can be given a big thumbs up or (figuratively) pelted with rotten tomatoes, celebrities on boards are deserving of decidedly mixed reviews. The board chairs who embrace them are full of hearty recommendations. Typical is what Walk Disney’s then

But critics of celebrity directors can be savage. When Sarah Teslik was head of the Council of Institutional Investors, she had this to say to Business Week magazine about opera singer Beverly Sills being on the Time Warner Co. board: “If Beverly Sills spoke up, who would listen? Who cares?”

Celebrity directors are a rare breed in the boardroom, even more so now than in times past when a director’s CV was not under such investor and regulatory scrutiny. Nonetheless, board invitations do come their way. As a tie-in with the 40th anniversary of Directors & Boards, here are 40 celebrities of various stripes who have served on public company boards. 
 
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Events

Women Corporate Directors 2017 Latin America Conference
MARCH 22-23

The WomenCorporateDirectors Foundation (WCD) is pleased to announce its inaugural 2017 Latin America Conference in Santiago, Chile. This conference will bring together women directors from South and North America, as well as Asia and Europe for a dynamic program consisting of a group dinner at the on the 22nd of March and a full day conference on the 23rd at the Ritz Carlton.
 
THIS CONFERENCE IS FOR WOMEN WHO ARE ALREADY ON CORPORATE BOARDS OR LARGE FAMILY/PRIVATE COMPANY BOARDS. 
 
For more information, contact  info@womencorporatedirectors.com
 
The Private Company Governance Summit 2017
MAY 10-12

The fifth annual Private Company Governance Summit (PCGS) serves the governance information needs of owners, shareholders, directors and advisory board members of closely-held, family–owned and private equity owned private companies. The conference is produced by Private Company Director, Directors & Boards and Family Business Magazine.  PCGS will be held May 10-12 at the Swissotel in Chicago, and will focus on the theme of The Evolving Role of the Private Company Board.   More information is available here.
NACD GLOBAL BOARD LEADERS' SUMMIT
OCTOBER 1-4

Join NACD for the largest director forum in the world, where the greatest minds in governance convene to take on the largest issues facing today’s boardrooms and collectively discover the future of exemplary board leadership.   Learn more.
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NEWS

New M&A Report Looks Forward to 2017

Wachtell, Lipton, Rosen & Katz has released its annual mergers & acquisitions memo,  which may downloaded here.  Coming off what turned out to be the third busiest M&A year on record, the report notes:  Prognostication is a dangerous sport even in times of relative predictability, and 2016 was anything but predictable.  However, to the extent these trends continue, M&A activity can be expected to remain at relatively high levels in 2017."

Current trends in audit committee reporting
Deloitte’s latest proxy statement study confirms that audit committee voluntary disclosure is increasing at a slow and steady pace.For the past several years, various governance groups and investors have encouraged audit committees to disclose more information on how they execute their duties.  While it is not necessary, or possible, to disclose everything an audit committee does each year in fulfilling its duties, providing additional insight into the structure and key activities of the audit committee can help increase investor confidence in both the audit committee and the company as a whole.   Read the study here.
The Perils for Poorly Performing CEOs
The Conference Board's  CEO Succession Practices: 2016 Edition found that CEOs in the bottom quartile by stock performance registered a CEO succession rate of 12.2 percent for 2015, which is nearly 33 percent higher than the 9.2 percent rate seen among CEOs in the top three quartiles. This represents a notable increase from the 11.3 percent higher probability of CEO succession that The Conference Board reported for poor performers in 2014, and approaches the average rate of 13.7 percent that was found for the bottom quartile in the 2002–2015 period. Over the years, the succession rate of CEOs of better-performing companies fluctuated from 6.5 percent (in 2002) to 11.6 percent (in 2009)—for an average of 9.5 percent for the period covered by the study.
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