Board Diversity - Jim Jensen


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Board Diversity - Jim Jensen

  1. 1. Summit 2012 – Director & Officer Training ConferenceBoard Diversity – Meaningful Diversity and How to Achieve It 1
  2. 2. Board Diversity – Meaningful Diversity and How to Achieve It• Dr. Mary Beckerle, Director, Huntsman Corporation• Ralph Barry, Compensia• William Stern, General Counsel,• Jim Jensen, Attorney, Clearwater Law and Governance 2
  3. 3. Nominating & Governance Committee Charter; Selected Provisions – Preferential Considerations1. Infrequent and planned additions or replacements2. Independent mindedness having equal doses of stronganalytical capabilities aligned with ability to listen to views ofothers3. Each member having training and experience which in lightof collective training and experience of others gives theBoard the capability to share thought leadership.4. Adequate time to allocate to the Board’s work. 3
  4. 4. Nominating & Governance Committee Charter; Selected Provisions – Minimal Qualifications1. Expertise that will contribute to the oversight required of the Board in light of the Company’s challenges and need;2. No criminal indictments or court orders of relevance3. Not cause the Board to go non-compliant4. Minimum of 5 years available 4
  5. 5. Nominating & Governance Committee Charter; Selected Provisions – Diversity - 1The Board believes that there is a meaningful relationship betweendiverse boards and constructive corporate governance and that diverseboards can help boards more effectively discharge their duties. For thisreason, it is the N&G Committee’s policy to consider, among other things:• differences in background,• viewpoint/perspective,• professional experience,• education,• skills and• other individual qualities and attributes that contribute to the Board’s effectiveness and quality of work. 5
  6. 6. Nominating & Governance Committee Charter; Selected Provisions – Diversity - 2The Committee shall consider whether thecandidate’s skills and experience will enhancethe Board’s ability to effectively represent theinterests of the Company’s shareholders andother constituencies. The Committee willregularly consider the work of the Board’s self-assessment for indications of potential benefitsfrom the addition of the above diversityattributes by any potential candidate. 6
  7. 7. Panel Discussion - Question One• How does the Board include gender and ethnic attributes in its evaluation on the boards diversity? 7
  8. 8. Panel Discussion - Question Two• What are the statistics and trends on gender and diversity representation on national and local boards? 1. Wisconsin article (materials) 2. Proposed Utah Resolution (materials) 3. Is it time for the 2003 NFL Rooney Rule for interview requirements? 8
  9. 9. William Stern – General Counsel: (notes taken from talk given June 23, 2011) - See Stern for copy of full text• WHAT IS DIVERSITY• BENEFITS OF DIVERSITY & INCLUSION• EMBRACING THE TENSIONS OF DIVERSITY• DIVERSITY – MAKING IT HAPPEN 9
  10. 10. WHAT IS DIVERSITY? Ancestry’s W. Stern, continued• “Diversity is a proactive and voluntary initiative to build on differences in society and the workforce in order to qualitatively promote and increasingly inclusive and productive workforce.” 10
  11. 11. BENEFITS OF DIVERSITY & INCLUSION Ancestry’s W. Stern, continued• More Views• Open/respectful communication• Promote conflict resolution• Promote cooperation/understanding• Improve understanding of outside constituencies 11
  12. 12. EMBRACING THE TENSION OF DIVERSITY Ancestry’s W. Stern, continued• Make diversity a tool for productivity• Culture that values differences/inclusion• Accept/encourage change• Create teams comprised of differences• Training – Communication – Mentoring – Feedback 12
  13. 13. DIVERSITY- MAKING IT HAPPEN Ancestry’s W. Stern, continued• Embed diversity and inclusion in your culture• Align policies with diversity vision• Engage in an open and compassionate dialogue on diversity• Develop a diversity committee 13
  14. 14. Audience Discussion Questions 14
  15. 15. Board Diversity – Meaningful Diversity and How to Achieve ItConclusion:• Be sure to consider the ClearWater Library of Websites on Board Diversity 15
  16. 16. Summit 2012 – Director & Officer Training ConferenceBoard Diversity – Meaningful Diversity and How to Achieve It 16