Directors to watch 2017: governance insights and ideas from top women directors.

Author:Chase, Scott

The year just past has seen some movement toward increased board diversity, perhaps more than some would expect and a lot less than advocates for a better gender mix would applaud. Wachtell Lipton Rosen & Katz partner David A. Katz and consulting attorney Laura A. McIntosh, in a paper dated January 25, notes that "momentum toward gender parity is building, particularly in the top tier of public corporations." The authors "recommend that boards include this issue as part of an annual discussion on director succession, similar to the annual discussion regarding CEO succession."

Likewise, in June, the latest Equilar Gender Diversity Index--a quarterly update of female directors in the Russell 3000--found that approximately 24.3% of new director appointees in the first quarter of this year were women.

Although it seems so long ago, last summer a group of corporate leaders published its "Commonsense Principles of Corporate Governance," a document that--among other things--highlights diversity on boards and correlates that diversity with improved performance. In a widely published accompanying letter, the signatories stated emphatically that "diverse boards make better decisions."

At Directors & Boards we occasionally can divine a new concern among women directors through a careful reading of the governance "passion statements" that we ask of our Directors to Watch each year. Cybersecurity, of course, continues to loom large in the worldview of these accomplished executives, but in 2017 that other potential villain (or ally, depending on the circumstances) of the digital age, social media, has taken a seat front and center in their concerns. The speed and the ubiquity of corporate missteps or comments that "go viral" continue to catch CEOs and their crisis communications teams flatfooted. When management is caught in a bind, inevitably the question, "Where was the board?" makes its appearance.

That's where diversity comes in: A recent study co-authored by the WomenCorporateDirectors Foundation found that female directors generally are more concerned about risks, and are more willing to address them, than are their male colleagues.

Katz and McIntosh conclude their update by suggesting that 2017 "is likely to be a year in which progress toward greater board diversity significantly accelerates. Indeed, it is becoming clear that gender diversity--if not gender parity--one day will be a standard aspect of board composition. While the process of realizing that future should not be artificially or counterproductively hastened, it should be welcomed as a state of affairs that will be beneficial to all corporate constituents and, beyond, to the greater good of U.S. business and American culture."

Slow and steady wins the race. It just takes time.

Directors & Boards' 11th Annual Directors to Watch highlights accomplished women board members, and is made possible in part by the support of Diversity in the Boardroom, a board diversity consulting firm, and WomenCorporateDirectors Foundation, a global organization dedicated to advancing the careers and contributions of women directors.

In our Fourth Quarter 2017 edition, to be published later this year, we'll feature Directors to Watch focused on ethnic diversity.

If you would like to support "Directors to Watch" or nominate a "Director to Watch" for inclusion in Directors & Boards, please send your candidate's name, current primary corporate and board positions, contact details for your choice, and a sentence or two on why you believe this person is a "Director to Watch" to Scott Chase at

Mary A. Winston

Director, Dover Corporation, Domtar Corporation, Supervalu Inc., Acuity Brands

Mary Winston is an experienced financial executive, strategic leader and corporate board member. She served as chief financial officer at Family Dollar Inc., Giant Eagle Inc., and Scholastic Inc. She holds an MBA in Finance, Marketing and International Business from Northwestern's Kellogg graduate school. Winston leverages her C-suite experience, corporate governance knowledge and financial expertise on the boards of Dover Corporation, where she chairs the audit committee, Domtar Corporation, Supervalu Inc. and Acuity Brands. She is a member of the board and President of the NACD, Carolinas Chapter, and is an NACD Board Leadership Fellow.

Winston was named one of the "Most Influential Black Corporate Directors" (Savoy magazine, 2016), "Top Fortune 500 Women CFOs" (Fortune, 2015) and "Most Powerful Women in Business" (Black Enterprise magazine, 2006, 2010, 2012 and 2015).

Directors must bring both a long-term strategic perspective and a focus on near-term priorities: "One of the most important roles for a board is to guide a company's strategic direction. In order to enhance and preserve shareholder value, directors must focus on long-term strategy, giving consideration to market influences, overall business risks and potential disruptors. Strong directors are always thinking ahead, anticipating the unexpected and challenging management to think BIG! It requires the courage to ask tough questions and challenge conventional thinking. Still, it is also important for directors to understand near-term business priorities, current results and things that impact shorter-term performance. It's a delicate balancing act but one that the strongest directors perform masterfully."

Jocelyn Carter-Miller

Director, InterPublic Group, Netgear, Principal Financial Group

Jocelyn Carter-Miller is president of TechEdVentures and SoulTranSync, which specialize in the development and marketing of high performance educational and empowerment programming.

Formerly, Carter-Miller was EVP and chief marketing officer for Office Depot; Motorola Corporate Vice President and CMO;VP-Latin American and Caribbean Operations, and Director-European, Middle East and African Operations for the Motorola International Networks Division; and VP-Marketing and Product Development for Mattel. Jocelyn co-authored Networking: Building Relationships and Opportunities for Success.

Carter-Miller, a CPA and University of Chicago MBA, serves on Principal Financial Group (finance committee chair, nominating and governance committee), InterPublic Group (nominating and governance chair, audit), and Netgear (audit, compensation) boards. She is a 2013 NACD 100 Honoree and 2016 Savoy "Most Influential Black Corporate Directors."

Doing the right things: "As stewards for corporate constituencies, including shareholders, investors, customers, partners and communities, directors must ensure that the highest standards of corporate governance and integrity are met. This means developing a 'strategic asset board,' and policies and practices that best serve the needs of our constituencies. It means ensuring a diverse board reflecting different races, cultures, genders, skills, perspectives and experiences that enable the company to better understand its markets and to successfully achieve its goals. It means setting a tone for doing the right things, even when the choices are difficult. It means 'doing well and good' at the same time."

Mary Chris Gay

Director, MGM Resorts International, Inc.

Mary Chris Gay is a director for MGM Resorts International, one of the world's leading global hospitality companies. She serves on the board's audit committee and compensation committee and she qualifies as an Audit Committee Financial Expert.

Gay enjoyed a successful 25-year career in financial services serving as senior vice president and portfolio manager at Legg Mason, Inc. During her tenure...

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