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NACD Southern California 2010 Directors in a Digital World
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NACD Southern California 2010 Directors in a Digital World

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Presentation - November 16, 2010 …

Presentation - November 16, 2010
NACD Southern California Breakfast

Published in: Business, Economy & Finance
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  • Let’s talk about the yellow zone.
    Under crisis, let’s put the words ‘message triage’
  • Let’s talk about this slide
  • We’ll want to drill down on these. do we want a separate slide on specific issues of Exec. Comp., Whistle blowing, Board composition, Proxy Access, other ‘hot-button’ issues?
  • Let’s discuss
  • Transcript

    • 1. 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
    • 2. Who’s Talking: Fay Feeney CEO, Risk For Good Robert Magnuson President, Magnuson & Company (c) Risk for Good 2010 - all rights reserved
    • 3. 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 (c) Risk for Good 2010 - all rights reserved
    • 4. 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! (c) Risk for Good 2010 - all rights reserved
    • 5. Global Social Media Facts Started in 2004: Facebook has 500 million 60 million up from 3 million just 2 years ago over 60 million users and grows at 2.5 million users 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(c) Risk for Good 2010 - all rights reserved
    • 6. (c) Risk for Good 2010 - all rights reserved
    • 7. Goldilocks: A cautionary tale Lessons about the hazards of wandering off and exploring unknown territory. Who’s talking about my business? (c) Risk for Good 2010 - all rights reserved
    • 8. 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? (c) Risk for Good 2010 - all rights reserved
    • 9. (c) Risk for Good 2010 - all rights reserved
    • 10. (c) Risk for Good 2010 - all rights reserved
    • 11. "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 (c) Risk for Good 2010 - all rights reserved
    • 12. Director’s Risk Map 1 2 3 Relative Uncertainty RelativeImportance 6 5 Higher Higher Lower 4 7 8 9 1 CEO/Chairman Combined Role Strategy 3 4 Risk Oversight5 6 Stringent Regulatory Environment 7 Shareholder Communications 2 XYZ Company CEO Compensation 8 Proxy Access 9 CEO Performance Management 10 Independent Director Performance 10 Disclosures (c) Risk for Good 2010 - all rights reserved
    • 13. 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? (c) Risk for Good 2010 - all rights reserved
    • 14. Where is Your Board on Communications? Prepared Proactive Plan & Test Ad-Hoc Reactive Roles & Charters Crisis Communications (c) Risk for Good 2010 - all rights reserved
    • 15. Shareholder and Brand Communications (c) Risk for Good 2010 - all rights reserved
    • 16. 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? (c) Risk for Good 2010 - all rights reserved
    • 17. 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. (c) Risk for Good 2010 - all rights reserved
    • 18. 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 your customers, investors and competitors. The time is right to take action now! (c) Risk for Good 2010 - all rights reserved
    • 19. (c) Risk for Good 2010 - all rights reserved
    • 20. 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? (c) Risk for Good 2010 - all rights reserved

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