How A Wedge Approach To Positioning Helps Clarify Choices

Positioning is a wedge – a tool designed to separate things. Those driving sharp distinction lead with their point of difference. Consultative sellers seek first to understand prospects’ needs and then narrow their message to focus on the most important of those needs. The most effective of all combine a sharply distinctive positioning with a consultative selling approach.Those combiners run around the world trying to fit puzzle pieces together. They are confident enough in their sharply distinctive point of difference to begin conversations seeking to understand others’ needs to see if their pieces fit. If their offering is the best fit, the best tool for the task, they move forward. Otherwise they suggest other people’s tools.
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Why Trying To Make A Good First Impression Is The Worst Thing You Can Do When Starting A New Job

The trouble with trying to make a good first impression when starting a new job is that you don’t understand the context. This means people may not receive your communication in the way you mean it.
Define the verb to “dust.”
That’s not as easy as you think. It has different and occasionally opposite meanings. If I dust the table, I’m removing particles of dirt. If I dust the strawberries with sugar, I’m adding sugar. If I dust a batter in baseball, I’m pushing them back. And if someone dusts you in a race, they defeat you badly, leaving you in their dust.None of you are likely to start a new job by telling people that you’re a big believer in dust. But you may do something similar without even meaning to.
Here’s why this matters.
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Lessons From Federer v Djokovic: Not All Points Are Created Equal

If you missed the Wimbledon men’s tennis final this weekend, Roger Federer won 36 games to Djokovic’s 32 games. Three of Djokovic’s 32 game wins were tie-breakers to win the match 5 sets to 3. While it could have gone either way, it didn’t. Djokovic won the points and games that mattered most. That’s the lesson: marshal your resources to win where, what, and when it matters most.
The where to play question is both strategic, tactical and personal.
Where to play strategically
Strategy is the art of the general, arranging forces before the battle. So where to play strategically is about which battles to fight in the first place.
Professional tennis players and golfers and the like, do not compete in every tournament. They carefully map their seasons so they give themselves the best chance to win the tournaments that matter most.
This is one of the fundamentals of business strategy – choosing where not to play.
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Onboarding Into An Interim Role? Focus On Needs And Remits

The eight essential steps of executive onboarding apply whether you’re joining a new company, getting promoted from within, or moving into an interim role. But the specifics are different for different interim roles depending upon the organizational need (steady state vs. point of inflection) and your remit (holding the fort, developmental, or probationary.) And know that in an interim role, you may not make it through all of the eight steps. Get started in the right way anyway to set your successor up for success.


Steady State

Point of Inflection

Holding the fort for someone else

Minimize disruption

Sacrificial change agent


Maximize learning

Get help

Potentially permanent

Prove yourself

Set someone else up to fail

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NACD Advisory Council Discusses the Board’s Role in Crisis Preparation

In today’s world of real-time communications, companies are
now expected to respond immediately to emerging crises, and boards are feeling
more pressure to ensure that their companies can navigate effectively through
challenging crisis moments. Peter Gleason, NACD president and CEO, explains, “Boards
have always provided oversight of crisis response plans, but the key difference
today . . . is [that] with the advent of social media, the window for response
time has all but disappeared. It’s critical for directors to engage with
management on a regular basis to discuss the outline of the crisis response

The 2019 NACD Public and Private Company Governance Surveys find that less than a third of companies have delineated roles for the board and management in their crisis preparation plans, while fewer than 20 percent  indicated that they’ve assessed the effectiveness of early-warning capabilities—a critical aspect of crisis preparedness.

While each crisis is unique, there are leading practices boards can adopt to improve their governance of crisis readiness. To help directors prepare for this issue, NACD, Heidrick & Struggles, and Sidley Austin LLP cohosted a meeting of the NACD Nominating and Governance Committee Chair Advisory Council—comprising Fortune 500 company nominating and governance committee chairs and lead directors—on April 24, 2019, in Washington, DC. The meeting was held using a modified version of the Chatham House Rule, under which participants’ quotes (italicized) are not attributed to those individuals or their organizations, with the exception of cohosts. A list of attendees’ names are available here.

Participants identified three important benefits of
effective board-management dialogue on crisis planning and preparation:

Effective crisis planning
identifies skill gaps within the executive team.Thoughtful crisis planning exposes
potential risks related to information flows to the board.Nominating and governance
committees can use insights from crisis planning to inform their reviews of
board structure and composition.

crisis planning identifies skill gaps within the senior management team.

Crisis planning offers more benefits than just a routine
hygiene check. As one director noted, “When
you are doing a good job as a board overseeing crisis preparation, issues are
going to rise to the top that you need to address.” These issues can take
many forms, including identifying potential disconnects in the assignment of
roles and responsibilities. Ted Dysart, Vice Chair at Heidrick & Struggles,
noted “Crises can accelerate to a point where senior leadership is no longer
equipped to serve in some roles—for example, acting as a spokesperson for the
organization. As part of the crisis planning process, the board can discuss
whether any skill gaps have been identified, and how they will be addressed
with training or other support.”

Delegates discussed that the right candidate isn’t
always the most obvious one. One participant noted, “We need to ask the questions about whether the CEO is fully prepared
if a crisis arises, but it goes beyond that. Some crisis response roles should
be assigned according to skills, not necessarily titles, so the board needs to
know who else in the management team is crisis ready.”

crisis planning exposes potential risks related to information flows to the

While it’s important to have a process around what
information is escalated to the board, judgment is often more important than process.
One delegate commented, “At one of my
companies we had an issue with a senior leader that never reached the board.
The reporting process was part of the roadblock. What worries me most [are the
gaps in information.] What does the organization know, [that] the board does not?”
Another participant noted, “The [glaring]
crises that are acute and major are easier to prepare for. It’s the
under-the-radar ones that result from a series of seemingly insignificant
activities that can be more difficult to detect, and they’re often the ones
that the board is most accountable for.”

Some council participants indicated that their boards use
the latest news stories as a mechanism to evaluate the effectiveness of their crisis
readiness. One director noted, “In the
aftermath of some of the recent headlines related to culture and #MeToo, we’ve
had discussions with management about when the board will receive information
about issues that may not be financially material, but could be culturally

The relationship between the board and the general counsel
(GC) also emerged as a critical component of effective crisis planning. A
delegate said, “I have a conversation
with the GC monthly. [This practice] started when I was new to the [nominating and
governance committee chair] role, and was an opportunity to set up a trusted
relationship, that has strengthened over time.” Another director shared a
similar approach: “Before every committee
meeting, I sit with the GC and review the agenda. Then we have an open
conversation about anything else on the GC’s mind. The regular rhythm of these
conversations helps me stay informed about potential challenges.”

and governance committees can use insights from crisis planning to inform their
reviews of board structure and composition.

Delegates discussed benefits outside those traditionally
associated with crisis preparation, zeroing in on board structure. Sara
Spiering, principal at Heidrick & Struggles, commented, “In our board
search work, we’re seeing clients asking questions about prospective directors’
past experiences with turnarounds or other challenging situations. One of the [qualities]
boards are starting to [recruit for] is confidence and calmness in
high-pressure situations.”

Directors are also using these insights to weigh the
merits of changing committee structure. One participant explained, “We had a situation on one board that
required establishing a special committee. Luckily, [the board] had enough
independent directors with the [requisite] capacity and skills— [that is,] the
ability to get into the details [and] ask tough questions, [as well as] the
time commitment and energy to take on the [additional] workload. As nominating
and governance committee chairs, we have to factor this into board succession

The boards of companies in heavily regulated industries
often align committee structure with risk management and crisis planning. One
director remarked, “I’m on several boards
with a separate safety committee. Other industries have compliance or
regulatory affairs committees; some are [establishing separate] cybersecurity
committees. In all cases, it sends a strong signal about the importance of the
issues and the level of oversight. On our safety committee, we’re looking at [granular]
information—if a truck hits a ditch on Christmas morning, [the committee] hears
about it.”


As Benjamin Franklin pointed out, “By failing to prepare,
you are preparing to fail.” In light of growing public scrutiny, board and
management preparation for crises is likely to remain a priority for nominating
and governance committees. When confronting these complex and unpredictable events,
Holly Gregory, partner and co-chair of the Global Corporate Governance &
Executive Compensation Practice at Sidley Austin, advised directors to closely
monitor corporate culture, noting, “Periods of crisis are when the cracks in an
organization’s, and a board’s, culture really show up. If there’s been a
tendency to avoid difficult conversations, if relationships with management are
strained, if there are skill gaps or factions within the board, these things
will all make a bad situation worse.”

As directors scan the horizon for potential risks,
they should not lose sight of seemingly insignificant, but persistent,
problems. As a delegate framed the issue, “Major
crises don’t come along very often. We can learn not only from crisis planning,
but [also] from more minor issues. Both of these can help the board identify
underlying tensions and open up important conversations about the skills and
processes needed to weather a serious crisis.”

Questions directors
should consider:

Is there a crisis-response plan in
place? How often is it revised? How often is crisis planning discussed in board
meetings? Is there a common understanding among
management, the board, and board committees about their respective roles,
responsibilities, and accountabilities for crisis management?Have we identified which crises the
company is most likely to face? What steps can be taken to mitigate the risks
that would lead to those crises?Have we achieved a common understanding of what circumstances
trigger bringing an issue to the board’s attention? Has our management team
identified key indicators that offer early warnings about increased risk exposure
that could lead to a crisis? What is the threshold, and the process, for
reporting to the board about sudden changes to the company’s risk profile?Does the organization’s culture support a level
of trust between a) the board and the executive team and b) the executive team
and middle management that encourages candid discussions about risks? How
willing are employees to speak up about problems that can cause a crisis for
the organization?


NACD Online Resource Center: Risk Oversight“Governing Through Disruption: A Boardroom Guide for 2018” Holly Gregory, Sidley AustinReport of the NACD Blue Ribbon Commission on Adaptive GovernanceReport of the NACD Blue Ribbon Commission on Culture as a Corporate Asset“Seven Steps to Minimize Fallout from Crisis Situations”

Sharpen Your Board’s Risk Oversight Process

A 2018 joint report prepared by NACD, Protiviti, and NC State’s Enterprise Risk Management (ERM) Initiative advanced the view that boards may not be overseeing the appropriate risks and outlined a road map for strengthening the board’s risk oversight in today’s complex and unpredictable marketplace.

the business environment changes, so must the board’s risk oversight. As the
pace of change quickens and the stakes for “getting it right” increase, a
question arises: Is our board risk oversight process still fit for purpose?

is a refresher of four points from the report’s road map that continue to apply

1. Revisit the board’s risk governance model and
director skill sets. Depending on the nature of the enterprise’s
risks and the extent of the expected change in its risk profile over time, the
board should assess whether it has access to the requisite expertise and
experience needed to provide appropriate oversight—either on the board itself
or among its external advisers. For example, with digital disruption affecting
many businesses, do directors have sufficient understanding of digital business
models, digital ecosystems, and the potential that hyperscaling digital
platforms has to facilitate rapid growth and reinvent the company’s business
model? These are trends that bring both opportunity and risk to the business,
and understanding them is essential to sound oversight. In addition, the board
should rethink how it organizes itself for risk oversight, including the
delineation of responsibilities among its various committees and the full

2. Make culture an
enterprise asset as well as an oversight priority. Culture is
almost always the source of reputation and financial performance outcomes, as
it is a potent source of strength or weakness for an organization. A strong
culture is a critical asset for any brand. It is of vital importance to both a
differentiating strategy and superior performance. Accordingly, the board
should expect management to understand the culture at lower levels of the
organization, and whether the mood in the middle and the tone at the top are
aligned. Concerns that this topic may be “too soft” for objective assessment
should not distract the board’s focus on the real question:

Does the CEO really want to know the unvarnished truth about people’s
perceptions across the entity, and is he or she prepared to act on that

A “speak up” culture that encourages transparency and sharing of contrarian data and bad news entails convincing employees that they can indeed speak up without fear of repercussions to their careers or compensation. Anonymous and confidential surveys are an example of how executive management can learn what they need to know. Metrics addressing such things as mission and values alignment, innovation, resiliency (speed), collaboration, and employee satisfaction also offer insights regarding culture. Candid, open, and constructive board and management interactions should prioritize the tough questions on directors’ minds.

3. Focus on the quality of the risk management
process. Given the
pace of change experienced in the industry and the nature and relative
riskiness of the organization’s operations, does the board understand the
quality of the process informing its risk oversight? For example, how much
manual effort is required by management and various board-reporting departments
to generate the reports used in board meetings? How actionable is the entity’s
risk information for decision-making? These and other questions focus on how
mature and robust the risk management process is and whether it is effective in:

the critical enterprise risks from the day-to-day risks of managing the
business; Establishing
accountability for results; Fostering
an open dialogue to identify and evaluate opportunities and risks; and Informing
key decision-making processes with current, reliable information.

4. Ensure management integrates risk considerations
into strategy, performance, and decision-making. The unique
aspect regarding exposure to disruptive change is that it presents a choice: On
which side of the change curve do organizations want to be? Organizations must
make a conscious decision about whether they are going to be the disrupter and
try to lead as a transformer of the industry, or whether they are going to play
a waiting game, monitor the competitive landscape, and react appropriately and in a timely manneras an
agile follower to defend their market share.

These market realities strongly suggest that the board should
ground its risk oversight with a solid understanding of the enterprise’s key
strategic drivers and management’s significant assumptions underlying the
strategy and risk appetite. Directors need to ensure that risk oversight and
management are not appendages to strategy-setting, performance management, and
decision-making, but contribute information and insights relevant to the
success of these core processes.

We encourage everyone to read the joint report from 2018. Boards should take a fresh look at how they are approaching risk oversight, including how the company’s ERM is informing that oversight. With risk management practices for many industries largely rooted in the prior century, the big question is:

Are we prepared to
improve our risk management and risk oversight, or do we face the challenges of
the next 10 years in the digital age with what we’ve been doing over the past
10 years?

The nature, velocity, and persistence of risks have changed. Consequently, it’s time for boards to revisit their governance model and skill sets and refresh the focus of their risk oversight.

Jim DeLoach is managing director of Protiviti.

It’s Time to Focus on the CHRO: The Hidden Innovation Hero

Innovation is top of mind for most C-suite executives and directors of companies, and both have every reason to prioritize innovation as part of the company’s strategy. According to a study by Credit Suisse, the average lifespan of a S&P 500 company is now less than 20 years compared to 60 years in the 1950s. Additionally, Mercer’s 2019 Talent Trends Survey found that 73 percent of executives predict significant industry disruption in the next three years, up sharply from 26 percent in 2018.  In many industries, continued innovation is critical to a company’s ability to survive and thrive.

In the recent past, having a dedicated, centralized innovation team seemed like the obvious answer to this corporate imperative, and companies made the move to create such teams—the number of corporate innovation centers has grown from over 300 to 580 from 2015 to 2017.  Unfortunately, the success of these innovation centers has been mixed. Centers that tend to lag in performance usually have unclear strategic goals, suboptimal set-up, and vaguely defined success metrics.  

Developing a culture of innovation requires commitment from the top, starting with the CEO. The company’s CEO needs to define what innovation means to the firm, be its biggest advocate, and get the entire leadership team’s buy-in and support—including the backing of the board. Boards should make sure that the innovation strategy is forward looking with a balance of incremental and disruptive goals. Once the vision is defined, leaders need to infuse innovation into the company’s DNA by cultivating an open-minded and intellectually curious culture that is ready for change.

To truly embrace a culture that is open and prone to innovation, CEOs are also looking to their chief human resources officers (CHROs) to help lead this cultural change and drive innovation.   

The CHRO as Innovation Catalyst

The role of the CHRO has evolved, and it has never been more critical for the board to focus on this role’s ability to drive a culture of innovation throughout the organization. To enable innovation at scale, having a sound people strategy is equally important as having the right infrastructure, processes, and tools. 

When considering the CHRO’s role in setting the framework to build a
workforce that drives innovation, the board should consider how the CHRO is
leveraging the following four building blocks. 

Talent identification

The most important building block for the
CHRO’s talent strategy is identifying the right people. One could argue that
innovation is an innate skill, and not a skill that is developed. In reality,
the answer is, “it depends.” The company’s definition of innovation drives the
types of talent needed, whether the talent can be developed from within, and if
recruitment from outside needs to happen. People also have varying degrees of
innovative talent. Organizations may have a limited number of innovation
whizzes available to create transformative ideas, but many are capable of
developing incremental innovations to improve existing solutions or modernize core
businesses with the right training, support, and tools.  The board and management need to think beyond
traditional approaches to identify the right talent and teams to lead
innovation initiatives. Depending on the level of disruption required, the
board and management may need to urge the CHRO to consider external talent such
as seasoned entrepreneurs to get an injection of fresh ideas. The CHRO should
keep a close pulse on innovation talent across the firm, meet with innovation
teams on a regular basis, and report back to the CEO and board to ensure the
firm has a strong pipeline of talent suited for innovation.  

Diversity and inclusion

It is no secret that diversity drives
innovation. Diversity in this context extends beyond gender, race, and ethnicity,
and includes experiences, expertise, perspectives, and even working styles.  Individuals with differing thoughts can
result in dissent and conflict, but this should be viewed as the gateway towards
developing breakthrough ideas. Inclusion must come hand-in-hand with diversity.
One can only maximize the potential of a diverse team when each individual’s
differences are respected and valued. In addition, a diverse and inclusive
workforce ensures that the innovations created are reflective of the
organization’s diverse customer base. The board should embrace and work with
the CEO and CHRO to measure how diversity and inclusion impacts innovation and
the company’s people strategy on an ongoing basis.          


Since innovation development processes are
agile in nature, workforce performance management and metrics should align with
“test and learn” principles. The “test and learn” approach ensures that
projects can fail fast and pivot as needed. To encourage such behavior,
performance management also needs to allow continuous and open feedback to
enable individuals to adapt according to project needs. The board and CEO can
make this feedback loop a priority by measuring how the CHRO structures
performance reviews at the firm.   Disruptive innovation initiatives require a
longer time horizon to realize their potential and impact. As such, these
initiatives should not be measured on a quarterly basis. Setting key milestones
that could be an early indicator of success will help boards monitor progress. Although
driving revenue, profit, and return on investment growth are the ultimate goals
of innovation, non-financial metrics are not to be ignored and are arguably
equally important. These metrics include, but not limited to, enhanced company
brand, increased ability to attract top talent, improved customer satisfaction,
speed to decision making and execution, ability to break down silos, the number
of ideas in the pipeline, and increased digital presence and digitization
across the firm.       

and development

In this rapidly changing environment, it is
critical for all employees to be on top of key trends and develop new skills—the
board included. Besides formal training courses, entrepreneurs and start-ups
are excellent channels for corporate “intrapreneur” learning. Including
exposure to these resources as part of a corporate people strategy could yield
measurable benefits that the board could use to assess efficacy of the program.
As an example, Mercer piloted a learning program with NewCampus, a startup that
invites entrepreneurs around the world to share their expertise and experiences
with Mercer colleagues. This type of alternative learning is a great source of
inspiration for new ideas. For companies with dedicated innovation centers,
having rotational programs will enable organizations to build stronger
innovation muscle, share what has been learned, and develop skills with broader
employee populations to achieve greater impact. 

CHROs to drive innovation, they need to innovate and reimagine the HR function
they lead. The CHRO and his or her team at entrepreneurial companies are more
progressive in their thinking, willing to experiment, and thrive on setting new
industry standards. If companies believe that their people are the ultimate
sustainable competitive advantage—the power for creating innovations for the
firm—the CHRO and that person’s entire team should be the key to unlocking human
capital potential at the firm. The board and CEO need to empower the CHRO to
experiment, and that could be as simple as trying out new technologies and
policies. The time to do so is now. 

Patty Sung is a senior principal
and innovation leader in Mercer’s Global Digital Innovation Hub.

Shaping a Better Future for Boards

This fall, NACD will release the findings of our latest Blue Ribbon Commission report (BRC). Carrying forward a tradition we have kept for more than a quarter century, seasoned directors and advisors will opine on yet another challenging new topic. In recent years we have tackled corporate culture and disruptive risk. This year, the topic will be the future of board leadership.

the strong progress made in governance over the last decade, board leaders are
now being confronted with a wave of interconnected and simultaneous forces that
will only intensify in the next 5 to 10 years, requiring a profound
transformation of how boards deliver value. The BRC will offer a blueprint that
board leaders can use to prepare themselves and their boards for a much more
demanding future that in some ways has already arrived.

Can an NACD BRC help to shape that future? With 25 BRCs to date, and multiple recommendations made in each BRC (typically 10), our overall impact is hard to trace. Still, as was shown four years ago in a blog post about “Blue Ribbon Impact,” our voice is being heard. If you compare governance practices in the year of any given BRC to practices two or so years later, you will undoubtedly see that our BRCs do move the needle.

To focus on reports that had significant impact, I turned to Chief Knowledge Officer Emeritus Alexandra Lajoux’s insights from her 2015 blog post (excerpted and condensed below) as a reminder of the prescience exemplified by these reports. That changes in board governance and oversight practices are brought about by these BRCs is supported by data collected in NACD’s public company surveys on how our members have adopted these practices over the years.

1995: The BRC on Director Compensation recommended director
payment in equity, with dismantling of benefits. Before vs. After: Whereas in 1995 it was
common for directors to receive benefits but no stock, by 1999 the trend was
the opposite. By then, nearly two-thirds of companies included stock as part of
director pay, and less than 10 percent paid benefits.

2001: The BRC on Board and Director Evaluation recommended formal evaluation of boards and directors. Before vs. After: The 1999 survey showed 32 percent of boards conducted evaluations; the 2003 survey showed that 85 percent did so. This was no doubt due to new stock exchange requirements mandated in the Sarbanes-Oxley Act of 2002 and issued in 2003. But, the stock exchange rules themselves were born in part out of NACD recommendations made March 4, 2002 (included in this NYSE report). In fact, 9 of NACD’s 10 recommendations—all based on the Blue Ribbon Commission’s recommendations (including one on board evaluations)—subsequently became stock exchange listing requirements.

2003: The BRC on Executive
Compensation recommended an entirely independent compensation committee for
all public companies. This change was notable because it suggested an independent
compensation committee beyond those covered by the Sarbanes-Oxley–mandated
stock-exchange rules that would be issued in November of that year. Before vs. After: The 2005
survey showed a rise in overall independence of compensation committees
compared to 2003: “Three-fourths (75.9%) of firms overall, up from 65.5 percent
in 2003, indicated that they had only independent outsiders on their
compensation committees.”

2004: The BRC on Board Leadership recommended that boards
consider using an independent lead director in cases where they did not have an
independent chair. Before vs. After: In the immediate and near-term aftermath of this report there was
an apparent surge in the use of the lead director—even greater than that seen
when the “presiding director” disclosure requirement of the New York Stock
Exchange became effective in 2003. The 2005 survey indicated that over a third
(38.5%) of the boards studied had a designated lead director, almost four times
the number (10.0%) shown in the 2003 survey. The 2007 survey said that “44.8
percent of respondents’ boards have a designated lead director.”

2007: The BRC on the Governance
Committee recommended director orientation (as well as ongoing director
education). Before vs. After: In 2007, 60 percent of respondents said that their boards had a
policy or program on director education. In 2009, 72.8 percent said they had
such a program.

2011: The BRC on Lead Directors recommended continued use
of the lead-director role as a viable alternative to an independent chair. Before vs. After: The 2011 survey showed that
at the time this group was convened, only 65.4 percent of respondents sat on
boards with lead directors; the 2012 survey showed that 82.8 percent had a lead

2017: The BRC on Culture as a Corporate Asset recommended stronger
oversight of this area, including not only oversight of the tone at the top,
but also oversight of the buzz at the bottom. Within one year, the impact of
this recommendation was already evident. Our 2018–2019 survey reported that
directors’ understanding of the mood in the middle rose 10 percentage points,
to 45 percent. It also found that 27 percent now say they clearly understand the
buzz at the bottom levels of the organization, a 9 percentage point increase
compared to 2017.

So, what will the 2019 BRC recommend, and will it help predict the future? The Future of Board Leadership report will recommend practices to future-proof the boardroom. Our Commissioners have already begun convening, and here are several of the action items that they foresee for boards and their leaders:  

Change the board’s structure to become more
flexible.Disclose more about governance methods and
results to investors and stakeholders.Deploy data analytics capabilities and new
technology to enhance board oversight. With accelerating turnover, become more diverse.
Increase accountability for individual and collective
performance. Prioritize the fastest-changing drivers of
corporate strategy and risk. Represent a wider variety of stakeholder

These recommendations are all
credible and important. Will they provide an accurate lens into the future of
board leadership and predict where we’ll be in a few years? Perhaps. But the
important thing is not predicting the future of board leadership. Rather, it is
in making that future better through decisive, informed board leadership. That
is the goal of this Commission, and I am confident that they will meet it.