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Presentations & Information from Prior Meetings: Wednesday, May 19, 2010 Private Company Corporate Director Panel Discussion. *SOLD OUT* About Our Panel Discussion: The May 19th NACD program- a panel discussion featuring Gerald R. Benjamin, Atlanta Equity Investors, LLC, Joseph H. Astrachan, Director of the Cox Family Enterprise Center at KSU, and Michael Kay, retired President & CEO of LSG Sky Chefs. Topics discussed included the roles and responsibilities of a private company director, monitoring and risk management duties of a private company board, establishing effective communication channels between the board and its managers, and ways board members can effectively influence strategy and operations of the organization. The discussion was moderated by J. Marc Welch of Habif, Arogeti & Wynne, LLP, sponsor of the program. March 2010 Speaker, Paul Aguggia, Kilpatrick Stockton. "Changing Face of Corporate Governance for Banks & Financial Institutions". Click Here to Download the Presentation. February 2010 Luncheon panel, Hala Moddelmog & Joel Koblentz and presentation led by Patrick R. Dailey, Ph.D. "Understanding the Dynamics of Your Board's Inner Circle". Click Here to Download the Presentation. January 2010 Luncheon panel presentation featuring Gregory Stoeckel of Pearl Meyer & Partners, "Compensation Matters". Click Here to Download the Presentation
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News Articles Prior to August 2010:
June 2, 2010, NACD National Dear Member: We wanted to reach out to you before the formal release of our exciting announcement being distributed later this week. The National Association of Corporate Directors (NACD) and Directorship will be announcing their intent to join forces as one organization before the end of June. The combination of NACD and Directorship will bring the resources of the largest non-profit membership and services organization for corporate boards together with a leading governance publisher of Directorship magazine and www.directorship.com. NACD has had a long term relationship with Directorship as an exemplary media partner for amplifying the voice of the director community. In fact the magazine is called NACD Directorship. As our two organizations worked together across the corporate board spectrum, we also recognized that we had an opportunity to reduce duplicative efforts, engage more boards, and provide unparalleled benefits for directors striving to improve their effectiveness in a more challenging governance environment. That opportunity brought us to the announcement we share with you today. Our combined resources for director education, peer exchanges, research, publications, board services and intellectual capital will be under one organization, making them second to none in a business sector that now demands scale and scope to match the challenges. You will be hearing more about our plans for the future in short order. In the meantime, we merely wanted to let you know what is happening, first so that you heard it from us, and secondly, so that someone who highly values exemplary board leadership can be part of our informal celebration. Please let us know if you have any thoughts or comments for us, and we both look forward to seeing you in person in the not too distant future. Sincerely, Ken Daly, President and CEO, NACD & Jeff Cunningham, Chairman and Editorial Director, Directorship
NACD & Directorship FAQs
For NACD Chapter Leadership Teams
Q1: Why is NACD intending to acquire Directorship? A: Due to the growing demands on directors and the increasing accountability and regulatory requirements, the professional mandates to deliver exemplary board performance are now more important than ever before. NACD’s intent to acquire Directorship helps satiate pent up demand in the market place for leading director resources.
Additionally, in order to strengthen NACD’s position as the Voice of the Director and better serve it’s members and the director community as a whole, NACD sought a unique and differentiated media partner that could extend the reach of its services and member benefits. Through Directorship’s media channels, NACD can broaden the distribution of its research, education, board advisory and recruitment services. Through these new media capabilities, NACD will provide more resources to its members to help them do their jobs more efficiently and more effectively.
Q2: Will Directorship remain as a separate entity from NACD? A: No. Directorship will be integrated into, and will seamlessly operate as part of NACD.
Q3: Will the employees of Directorship become employees of NACD? A: Yes. Directorship’s employees will become employees of NACD, and Jeff Cunningham will become a Managing Director and Senior Advisory reporting to Ken Daly.
Q4: When will the transaction close? A: It is anticipated that the transaction will close by the end of June 2010.
Q5: Will NACD remain a 501(c)3 non-profit organization? A: Yes. NACD will retain its current non-profit status as a 501(c)3.
National Association of Corporate Directors to Acquire Directorship
Leading Non-Profit Membership Organization for Corporate Boards To Add Premier Governance Magazine and Online Media Company
WASHINGTON, D.C. – June 3, 2010 – The National Association of Corporate Directors (NACD), the leading organization dedicated to exemplary board leadership, today announced the intent to acquire the assets of Directorship, LLC which include NACD Directorship Magazine, HYPERLINK "http://www.directorship.com" www.directorship.com, the Global Boardroom Forum and the Directorship 100 Forum – media properties celebrating the most influential people in the boardroom and board governance. The transaction is expected to be completed by the end of June 2010. Terms of the deal were not disclosed.
“As the current environment is rapidly changing and expanding the needs of directors, the new combined organization will enable us to better leverage our intellectual capital and extend our service leadership position with our members, business partners and stakeholders,” said Ken Daly, President & CEO, NACD. “NACD is dedicated to improving our members’ knowledge, skills and performance. Bringing together our resources with Directorship’s, will further extend NACD’s position as the Voice of the Director.”
“We at Directorship are excited about our future with NACD as one organization in which leading board directors can more easily access the widest range of resources in the areas of director education, corporate governance news, and boardroom research. The combination will clearly enhance NACD’s role as the go-to partner for directors seeking to build a more dynamic board culture and drive efficiency and effectiveness in the boardroom,” said Jeffrey M. Cunningham, CEO, Directorship. In the new organization, Jeff Cunningham is to become a managing director and senior advisor to Ken Daly, President & CEO, NACD.
The National Association of Corporate Directors (NACD) is the only membership organization delivering the information and insights that corporate board members need to confidently navigate complex business challenges and enhance shareowner value. With more than 10,000 members, NACD advances exemplary board leadership. NACD is focused on creating more effective and efficient boards through director-led education and peer forums to share ideas and leading practices based on more than 30 years of primary research. Fostering collaboration among directors and governance stakeholders, NACD is shaping the future of board leadership. To learn more about NACD, visit HYPERLINK "http://www.nacdonline.org/" \t "_parent" www.NACDonline.org.
About Directorship
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May 23, 2010 Article featuring Kenneth Daly, President & CEO of NACD and Paul Lapides, NACD Atlanta Chapter Board of Director:
At Coca-Cola, age is experience, By Jeremiah McWilliams, May 23, 2010, The Atlanta Journal-Constitution Coca-Cola’s shareholder meeting at the cavernous Gwinnett Center in Duluth was wrapping up last month when John Evans rose from his seat in the audience after CEO Muhtar Kent asked for questions. “The board of directors is just too old!” Evans said into the microphone, eliciting chuckles and a smattering of applause from the crowd. “And they need to be replaced. And I can say that safely because I’m 77 myself. I think we need a young movement.” No matter how you calculate it, Coca-Cola’s 14-member board of directors is one of the oldest among its peers: large companies, beverage companies and Atlanta-area corporations. This despite Coca-Cola’s addition of three outside directors age 60 or younger in the last three years. Coca-Cola’s directors have also held their seats significantly longer on average than their counterparts at many other big companies. Coca-Cola touts its board’s financial acumen, deep knowledge of operations, diplomatic savvy and range of other skills. Kent told the 400 attendees at the meeting that the board is plugged-in, well-traveled and well-qualified. “Our share owners benefit from an incredible set of perspectives on our board,” Kent told Evans. “It is not as if we have just stayed where we are and not had any composition change on our board. ... I don’t think anybody could wish for a better, more-informed board.” Coca-Cola directors are 68 on average, according to the company’s most recent proxy statement in March. By comparison, Fortune 500 directors average 63 1/2, according to The Corporate Library, a nonprofit corporate governance group. Directors represent shareholders by making sure a company is investing in the right markets, products, and strategic partnerships. They oversee executive compensation, as well as risk-control policies and financial stability. Coca-Cola’s success depends largely on capitalizing on the growth of the global teenage population, on mixing heritage with reinvention. Is the board’s average age an asset or hindrance? “In terms of age or tenure, from our point of view it shouldn’t automatically disqualify anyone,” said Bob McCormick, chief policy officer at Glass Lewis, an independent corporate governance and proxy voting firm based in San Francisco. In the United States, investors seem to believe that if directors are doing good jobs overseeing management, it is unfair to limit their tenures, McCormick said. Shareholders value youth less than a board’s diverse experience with consumer products, marketing or financial auditing, he said. Still, the numbers show a striking generational difference between Coca-Cola and its peers. Directors at PepsiCo, Coca-Cola’s main rival, and Dr Pepper Snapple Group, the third-largest North American soft drink marketer, average about 60. The 14 directors at Coca-Cola Enterprises, Coca-Cola’s biggest bottler, average just shy of 59, nearly a decade younger than their counterparts at Coca-Cola. A similar story emerges when comparing Coca-Cola to the largest Georgia-based publicly traded companies. Coca-Cola’s directors also have stayed with the company longer than directors at most large companies. On average, Coca-Cola’s directors have 15 1/2 years on the board. That’s more than six years longer than the average tenure of Fortune 500 directorships, according to The Corporate Library. Morningstar analyst Phil Gorham said Coca-Cola generally has a high standard of corporate governance, and its board of directors is “an outstanding team” with broad executive, finance and accounting experience. But the board has at times lacked nimbleness, he said. Several longtime directors, including four with tenures of over 25 years, “have presided over the company during times when the firm stuck too rigidly to a failing strategy,” Gorham wrote. Ten years ago, for example, Coca-Cola was slow to adapt to changing consumer tastes and PepsiCo’s major push into non-carbonated beverages, he said. “I’ve thought for a while they needed some fresh blood,” said Gorham. On the other hand, he said, the company’s recently announced plan to take over bottler Coca-Cola Enterprises’ operations in North America is a bold move and demonstrated that Kent has board support. Newer, younger faces on Coke’s board include Alexis M. Herman, 62, who joined in 2007. Herman is the chair and CEO of a corporate consultancy called New Ventures and a former U.S. Secretary of Labor. In 2008, Coca-Cola’s board got Jacob Wallenberg, 54, chairman of Swedish industrial holding company Board of Investor AB; and Maria Elena Lagomasino, 60, CEO of GenSpring Family Offices, an affiliate of SunTrust Banks. (All ages were listed inCoca-Cola’s proxy filing in early March.) About half the companies in the Standard & Poor’s 500 had policies, as of 2008, that required or encouraged directors to retire at a certain age, with the average being 72, according to RiskMetrics Group. Coca-Cola requires directors who turn 74 to submit a letter of resignation to the Committee on Directors and Corporate Governance. The committee then makes a recommendation to the full board on whether to keep the director. To date, that provision has never been used to replace one. Experts say the heightened expectations of shareholders, as well as stepped-up regulations and the complexity and globalization of business, have led companies to turn to directors who have retired from executive jobs. Retired directors, it is thought, may be able to focus their attention on board responsibilities rather than on running their own companies. “Seventy is the new 50,” said Carol Bowie, the head of RiskMetrics Group’s Governance Institute. Paul Lapides, director of the Corporate Governance Center at Kennesaw State University, said age isn’t a great indication of alertness. Wisdom and the ability to synthesize information from many quarters — possibly including 20-somethings — is the more important criteria. “There are people in their 90s that are as sharp as they were in their 40s,” he said. “And there are people in their 40s who were never sharp.” Lapides said of Coca-Cola’s board: “There’s no reason to think ... that there’s any problem at all with that board. This is a great board.” Bowie said shareholder resolutions recommending maximum board tenure have slowed in recent years. The push for turnover is not as prominent as shareholder activism aimed at directors’ diversity or independence from management. But policies on retirement ages are still considered a good idea, she said. “The key point here isn’t necessarily age, but the fact that it tends to reflect tenure on the board,” she said. “The longer a director serves, the more management-oriented he or she can become.” Last year, Coca-Cola’s met six times, while its committees met a total of 30. Overall attendance was about 96 percent, and each director attended at least 75 percent of the meetings of the board or committees on which he or she served. Non-employee directors were paid between $175,000 and $217,000. Kenneth Daly, president and CEO of the National Association of Corporate Directors, said Coca-Cola does an excellent job outlining each director’s qualifications and usefulness. “Just because someone is of a particular age does not mean they are not great contributors,” said Daly, who added that his 96-year-old mother routinely wins crossword puzzle matches against people in their 70s. “You look through that board: these are not the kinds of folks who will lay back and not do the job.” _____________________________________________________________________________
NACD National Press Release, February 1, 2010: FOR IMMEDIATE RELEASE February 1, 2010 Contact: Mary A. Madden Chair & Executive Director, Atlanta Chapter National Association for Corporate Directors (404) 697-3483 Ï mmadden@nacdatl.org www.nacdatl.org ATLANTA CHAPTER OF THE NATIONAL ASSOCIATION FOR CORPORATE DIRECTORS APPOINTS 2010 BOARD OF DIRECTORS AND ADVISORS. ATLANTA, Georgia – The National Association of Corporate Directors (NACD), the only national membership organization created by and for directors, provides solutions and resources that empower boards to be more effective. The Atlanta Chapter of the NACD has over 250 members. The Chapter hosts monthly meetings that focus on key board issues, continuing board education and governance. The Chapter recently elected its 2010 board of directors: Mary A. Madden, Board Chair and Executive Director – Serves on the boards of GNF, TI:GER and Kennesaw State University’s Corporate Governance Center Daniel A. Giannini, President and Director – Retired Partner PricewaterhouseCoopers and serves on the board of nuBridges, NxStage Medical (NASDAQ: NXTM), and KSU’s Corporate Governance Center Robert Barker, Secretary and Director, Executive Vice President and General Counsel for Mueller Water Products, serves on the board of KSU’s Corporate Governance Center Wesley W. Wittich, Treasurer and Director, who is retired from Acuity Brands where he served as the company’s Senior Vice President, Audit and Risk Management Patrick R. Dailey, VP Programs and Director, former CAO at Herbalife Carolyn Byrd, Director –Chairman and Chief Executive Officer of GlobalTech Financial and serves on the boards of AFC Enterprises (NASDAQ: AFCE) and Freddie Mac (NYSE: FRE) Joel Koblentz, Director – Senior Partner at Koblentz Group and served on Focus Brands board, and currently serves on KSU’s Corporate Governance Center Paul Lapides – Director – Director of the Corporate Governance Center, Coles College of Business, Kennesaw State University; and serves on the boards of Easylink Services International (NASDAQ: ESIC); Sun Communities (NYSE: SUI); and The Board of Directors Network, Inc. Mylle Mangum, Director – Chief Executive Officer of IBT Enterprises and serves on the boards of Collective Brands (NYSE: PSS), Haverty Furniture (NYSE: HVT) and Barnes Co (NYSE: B) Rona Wells, Director – President of Wells Holdings and serves on the board of Bank of North Georgia, The Board of Directors Network, Inc., and KSU’s Corporate Governance Center Additionally, the Chapter announced its Board of Advisors, including: Mark A. B. Carlson, Shareholder and Leader of Baker Donelson’s Corporate Mergers & Acquisitions group Dana Hermanson, PhD, Co-Founder and Director of Research of the Corporate Governance Center, Dinos Eminent Scholar Chair, and Professor of Accounting, Coles College, Kennesaw State University Phillip Ostwalt, Partner at KPMG David L. Stockton, Partner at Kilpatr ick Stockton, LLP Gregory Stoeckel, Managing Director of Pearl Meyer & Partners J. Marc Welch, Partner and Co-Director of the Audit Group at Habif, Arogeti & Wynne LLP For additional information and upcoming chapter events, please visit HYPERLINK "http://www.nacdatl.org" www.nacdatl.org. The NACD network includes nearly 10,000 directors and executives from leading public, private and nonprofit companies; nationally-recognized firms whose professional services meet important corporate governance needs; and governance experts from academia and elsewhere.
NACD Annual Conference Wrap-Up: More than 600 corporate directors gathered in Washington, D.C., October 18–20, 2009 to tackle critical and emerging boardroom issues — everything from new tax risks to building the right board for today’s environment. Here are the summary notes from Atlanta Chapter Executive Director, Mary Madden:
Click Here for "Board Shareholder Relations: A Two Way Street" Click Here for "Transparency & Technology: Directorship in the Digital Age" Click Here for Opening Session with William W. George, "Seven Lessons for Leading in a Crisis." Click Here for "Plenary Session – Executive Compensation" Click Here for "Blue Ribbon Commission 2009 Report – Risk Governance: A Framework for Discovery" Click Here for "New Rules, New Reality" Click Here for "Responding to the New Regulatory Environment"
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