Rising Pressures on Boards in 2013: 10th Annual Corporate Board Member/Spencer Stuart What Directors Think Survey
11 Marzo 2013 - 4:06PM
Business Wire
Corporate Board Member and global, senior executive search firm
Spencer Stuart today announced the results of the 10th annual What
Directors Think survey, a comprehensive report on boardroom trends
gleaned from the responses of U.S. corporate directors
nationwide.
The results of the 2012 survey show that boards need directors
who are prepared to deal with a host of issues internally and,
increasingly, externally, from the sudden departure of a CEO to
newer concerns such as cyber breaches and social media risks.
Interestingly, 88% of directors surveyed report that their
boards already possess the right skills to compete in the present
environment, which may explain why just 291 new independent
directors joined the boards of S&P 500 companies last year,
while a decade earlier the number was 401.
Julie Daum, co-head of the North American Board and CEO Practice
for senior executive search firm Spencer Stuart, says some of the
findings should be cause for caution on the part of corporate
boards. “Directors have to oversee many factors that didn't exist
10 years ago, due to new technologies, social media and more
complex global issues. It’s a bit surprising when there is such
little turnover, that directors believe they have the right
expertise already on their boards,” Daum says.
In addition, grappling with an emergency succession—the kind
that happens abruptly due to unforeseen circumstances—emerged as
one of the chief worries for board members, with 74% of respondents
classifying it as either a moderate or very high concern. While
it’s understandable that issues that are beyond a board’s control
can cause anxiety, Daum believes boards are doing a better, “more
thoughtful” job of preparing for the worst case scenario than they
did a decade ago. “Emergency and planned succession are on the
agenda, being discussed regularly. ... This marks a significant
shift. In the past, the CEO drove succession planning—now boards do
it.”
Two technology-driven issues that have spawned significant
director attention are cyber and social media risks. Of all the
issues facing corporate boards today, cyber risk might be the most
daunting. Seventy-three percent of directors indicated a cyber
breach was at least a moderate concern, perhaps because the list of
possible risks seems endless. Likewise, social media can be a
puzzling new area for directors, many of whom find the topic
confusing and even intimidating.
A source of continuing concern for directors is shareholder
communication—indeed, no other topic invited such varied responses.
The new age of shareholder assertiveness is being powered in part
by requirements under the Dodd-Frank Act that companies hold
regular shareholder advisory votes on executive compensation. The
leverage that comes with those votes has emboldened shareholders to
seek greater access to those who make the pay decisions.
“We have seen significant increase in boards discussing the
issue of shareholder communication and engagement,” says TK
Kerstetter, chairman of Corporate Board Member. “One way or
another, boards have to come to terms with what to do when their
shareholders knock on the door and have questions for the directors
that represent them. This is an area of great debate right
now.”
About half the respondents surveyed said they would designate
one board member to meet face to face with investors. Equal numbers
(about 14% each) indicated they would either allow the whole board
to meet directly with investors or deny the request altogether. The
rest favored a middle-ground approach, such as a phone conversation
or a written response.
The full article detailing these findings can be accessed in the
First Quarter issue of Corporate Board Member or by visiting
www.boardmember.com or www.spencerstuart.com.
About Corporate Board Member
Corporate Board Member, an NYSE Euronext company, is the leading
information resource for senior officers and directors of publicly
traded corporations, large private companies and Global 1000 firms.
The quarterly publication, Corporate Board Member magazine,
provides readers with decision-making tools to deal with the
strategic and corporate governance challenges confronting their
boards. Corporate Board Member further extends its governance
leadership through an online resource center, conferences,
roundtables and timely research. The magazine maintains the most
comprehensive, up-to-date database of directors and officers
serving on boards of publicly traded companies listed with NYSE
Euronext and The NASDAQ OMX Group, Inc. stock exchanges.
www.boardmember.com
About Spencer Stuart
Spencer Stuart is one of the world’s leading executive search
consulting firms. Privately held since 1956, Spencer Stuart applies
its extensive knowledge of industries, functions and talent to
advise select clients — ranging from major multinationals to
emerging companies to nonprofit organizations — and address their
leadership requirements. Through 54 offices in 29 countries and a
broad range of practice groups, Spencer Stuart consultants focus on
senior-level executive search, board director appointments,
succession planning and in-depth senior executive management
assessments. For more information on Spencer Stuart, please visit
www.spencerstuart.com.
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