NACD Southern California 2010 Directors in a Digital World

The Board in a Digital World:How Directors Can Survive and Thrive
in the Ever-Changing Internet and
Social Media Landscape
(c) Risk for Good 2010 - all rights reserved

Who’s Talking:
Fay Feeney
CEO, Risk For Good
Robert Magnuson
President, Magnuson & Company

Ever-Changing Internet and Social Media Landscape
What is it?
Today’s Internet is called web 2.0 or the interactive Internet
Social media is the use of the Internet for two way conversations
Both happen on mobile phones, iPads, laptops and desktop computers
Uses:
Social media for informing, engaging,tracking, advertising, gaming, collaboration and activism
Search
Online shopping
Blogs & websites as engagement for shareholders, staff or customers.
Investor forums
Secure board portal
Virtual meetings

Tools – Let’s Explain
Social Media
Facebook, Twitter, Linked In, Yelp
Search
Google, Google alerts, Yahoo, Business sites
Online Shopping
Ebay, brick & mortar, virtual – Etsy
Blogs & Websites
Your business marketing and investor relations
Investor Forums
Private (Broadridge) and Public – anywhere & everywhere
Secure Board Portals
BoardVantage, Watchdox, Diligent Boardbooks, E-Board
Virtual meetings
Go to Meeting, Cisco,
E-discovery - if it is digital you can find it!

Global Social Media Facts
Started in 2004: Facebook has 500 million
60 millionup from 3 million just 2 years ago
over 60 million users and grows at 2.5 millionusers each month – worldwide.
What is the Impact on Directors?
Board Communication: Who’ll take the lead?
Strategic Implications: Business, Boardroom & Directors
Social Media: Investors, Regulatory, Customers, Employees, Activist, Stakeholders

Who’s talking about my business?
Goldilocks: A cautionary tale
Lessons about the hazards of wandering off
and exploring unknown territory.

The Internet As Unknown Territory
The time is now! It is just beginning and definitely not too late to learn how communications is working in a digital world.
Directors have a new set of questions to be asking about the business:
What is the company doing with these new tools?
Who is monitoring the conversation about business?
What is the impact on risk management?
Reputation?
Brand?
Crisis?
What are the questions waiting to be asked
in your board room?

"It's one of those unusual points on the timeline of history where you can say things changed very dramatically — in this case, in a single night.“ Alan Schroeder, associate professor at Northeastern University

XYZ Company
Director’s Risk Map
CEO Compensation
1
Higher
CEO/Chairman Combined Role
2
1
3
3
Shareholder Communications
2
7
6
4
Disclosures
4
5
Risk Oversight
5
9
Stringent Regulatory Environment
6
Relative Importance
7
Proxy Access
8
10
Strategy
8
9
CEO Performance Management
10
Independent Director
Performance
Relative Uncertainty
Lower
Higher

Your Values Are Your Brand
"It's not what you say, it's what they hear.“ Red Auerbach
Your board is communicating with or without speaking.
Tone at the Top speaks volumes.
Do you know what is being said?

Where is Your Board on Communications?

Shareholder and Brand Communications

What Is On The Table?
How will your board meet the enhanced transparency, disclosure and communications requirements of the Dodd-Frank Act?
What approach will you take to meet the intent of the SEC mandate for enhanced board engagement with shareholders?
What action will you need to take as Board Chairs, Lead Directors and Nomination and Governance committee members?

What Is On The Table?
What board charters will be changed to incorporate these new technologies?
What will you need to do to stay informed and comfortable with new technologies being introduced?
How will you communicate your skills/capabilities in disclosures that put you in a positive light.

Next Steps
Start Asking Questions on Communications
How you will be disclosing and communicating about yourself and your board to investors?
How do your skills match roles?
Leadership structure; CEO/Chair, Committees
Risk factors, hot-button issues (Exec. Comp.)
How and where you can get information on what is being said?
Now is the time to start listening and tracking online yourcustomers, investors and competitors.
The time is right to take action now!

Thank You!

Let’s Talk
Based on our discussion of digital communications what changes do you anticipate happening in the boardroom?
Questions 1
Who is currently overseeing shareholder/stakeholder communications? How do you see it being done in the future?
Question 2
What questions can you ask to assess how your board can anticipate and manage shareholder issues and concerns?
Question 3
Given your current board composition, how prepared are you to disclose directors’ skills and capabilities as a value-add vs. regulatory requirement?
Question 4
How prepared is your CEO/Chair to communicate for your company? The board? In a crisis situation?

NACD Southern California 2010 Directors in a Digital World

by FayFeeney on Nov 16, 2010

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NACD Southern California 2010 Directors in a Digital World — Presentation Transcript