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NACD Southern California 2010 Directors in a Digital World
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
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
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
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
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
Hinweis der Redaktion
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?
