DIRECTOR AS PERPETUAL STUDENT: How board members educate themselves in the face of regulatory changes and an ever-changing global business landscape.

Author:Milford, Maureen
Position:DIRECTOR DEVELOPMENT
 
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As a director of three Fortune 200 companies, Michele J. Hooper considers her board service a "profession" for which she must be up to date on a wide range of matters.

"To be an effective director who can add value to our board discussions, I need to understand governance, the industry, the company, the issues, strategy and risks, the competitive environment, the regulatory environment, etc.," says Hooper, who is a director of UnitedHealth Group Inc., United Continental Holdings Inc. and PPG Industries Inc.

Its an education need many directors are feeling pressure to address today.

Boards now have to grapple with a series of reform measures enacted by Congress and the Securities and Exchange Commission (SEC) 111 the aftermath of scandals since the early 2000s. In some cases, the penalties can be quite severe.

This year alone, the SEC issued guidance on cyber-security disclosures, including the requirement that companies outline the board's role in overseeing risk. In May, strong online privacy rules went into effect in Europe with the General Data Protection Regulation. California also passed a comprehensive data privacy law in June.

In the investment community, activist shareholders relentlessly scrutinize board performance and individual members have actually been singled out by activists for removal for underperformance or lack of necessary qualifications.

"All of these developments took place in the last two decades and explain a level of demand for director education that we had never seen before," says Matteo Tonello, managing director of corporate leadership at The Conference Board, a business and research association that helps leaders navigate issues facing business

Hooper says she's "constantly in the learning mode," attending conferences, industry events and company seminars. In addition, she reads a variety of magazines, blogs, regulatory updates and articles supplied by clipping services. "I like it all," she says. And, thanks to advances in technology. Hooper often avails herself of online seminars.

"It allows me to either catch a webinar online in real time if my schedule permits, or, if I'm busy, I can access archives to listen when I have the available time--at home, my office or on the road," she says. "Continuing education is an imperative, and does not just mean in classroom sessions."

Hooper's learning regimen is emblematic of the new normal for board members: The corporate director as a perpetual student. Faced with...

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