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How Boards Drive Value in Family-Owned Businesses
A Enduring Across Generations—How Boards Drive Value in Family-Owned Businesses ENDURING ACROSS GENERATIONS How Boards Drive Value in Family-Owned Businesses © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. Contact information for requests for permission to reproduce or distribute materials: [email protected]. © 2015 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. NDPPS 310255 TABLE OF CONTENTS Introduction 1 Chapter 1 – The Benefits of Governance 2 Chapter 2 – The Three Enablers: Clarity, Culture, Communication 3 Chapter 3 – Building a Strong Board 8 Chapter 4 – Keys to an Effective Family Business Board 13 Chapter 5 – Cultivating and Motivating Talent 19 Conclusion 23 WCD Thought Leadership Council 25 2015 WCD Thought Leadership Commissioners 26 Unless otherwise designated, all persons quoted in this report are WCD Thought Leadership Council Members or Commissioners. A full list of Council Members and Commissioners appears on pages 25 – 28. © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. -
From Stretched to Strengthened
The illustration on the cover of this report represents more than 1,700 Chief Marketing Officers (CMOs) who spoke with IBM as part of this study. Each facet represents approximately 23 participants and the colours on the front cover represent the three imperatives identified in our analysis: deliver value to empowered customers; foster lasting connections; and capture value, measure results. For more information, please turn to page 9. This study is based on face-to-face conversations with more than 1,700 CMOs worldwide. Jon Iwata Senior Vice President, Marketing & Communications IBM Corporation Letter from IBM’s Senior Vice President, Marketing & Communications 3 A note to fellow CMOs All of us are aware of the forces changing business and markets today. But it is not so easy to see what the marketing profession is turning into in response. To understand this, IBM undertook our first-ever Global CMO Study. We aimed for 1,000 participants. More than 1,700 CMOs from 64 countries spoke face to face with us for an hour. We believe it is the largest survey of its type ever conducted. It clearly speaks to a broad awareness of how our roles have evolved over the past decade. What did we find? Interestingly, your perspectives are in line with your colleagues across the executive suite. We know, because we have conducted more than 15,000 interviews with Chief Executive Officers (CEOs), Chief Financial Officers (CFOs), Chief Information Officers (CIOs), CHROs and CSCOs over the past seven years, as part of our C-suite research programme. Like CEOs, you told us that market and technology factors are the two most powerful external forces affecting your organisation today. -
Basic Responsibilities of the Co-Op Board of Directors
OVERVIEW BASIC RESPONSIBILITIES OF THE CO-OP BOARD OF DIRECTORS At start-up co-ops develop documents that spell out how the organization will operate. The corporate code often sets legal parameters for the co-op. The Articles of Incorporation contain the purpose of the co-op and its legal definitions. This document is filed with the Secretary of State. The Bylaws include the over-arching rules of the co- ops such as when where and how decisions will be made. The Board of Directors is the legal entity responsible for directing the affairs of the corporation. Every corporation MUST have a board. If a co-op operates as a collective then technically all members are on the Board. The Board must follow the rules set out in the Corporate Code, the Articles of Incorporation, and the Bylaws. Bylaw changes usually require a full membership vote to change. The members of the cooperative elect the Board.1 Three legal charges for Boards are fiduciary duty, duty of loyalty and duty of care. As trustees of the cooperative, board members have a special relationship to the cooperative to make business decisions focused only on what benefits the cooperative and all of its members. Decisions must be based on careful consideration of the issues. The fundamental legal standard for board members is to act in good faith, in a manner they believe to be in the best interests of the cooperative, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. -
Chief Marketing Officer & Senior Vice President for Strategic Engagement
Chief Marketing Officer & Senior Vice President for Strategic Engagement Position Description Under the general direction of the Chief Executive Officer, the CMO/SVP will oversee the development and delivery of the marketing and communications strategy for the V Foundation. The CMO/SVP will collaborate to develop opportunities that drive substantial growth in awareness, relevance, reach, and revenue. The individual will organize a vision for programming delivery and evaluation in partnership with the V Foundation’s executive team and Board of Directors. The CMO/SVP will work cross-functionally to understand and drive the revenue and engagement needs and goals of the organization, as well as develop and help execute an integrated marketing, communications, and fundraising plan. The CMO/SVP will lead the organization to adopt a best-practice mentality for the use of data, research, metrics, and analytics to drive sophisticated and robust stakeholder engagement. The successful candidate will be goal-oriented, inquisitive, creative, mission-driven, and a collaborative team player who can unlock potential to achieve transformational results. The CMO/SVP will possess the ability to enhance assets and the connection with core brand partners— including with our founding partner, ESPN—to add value across the relationships. The CMO/SVP will be a core member of the leadership team, accelerating the organization to achieve $100M in annual revenue. To achieve success, the CMO/SVP will oversee a team of 10-plus staff and advise the V Foundation on the appropriate resource requirements to advance a sophisticated and impactful integrated marketing and communications program. The individual will help develop our vision to initiate a partnership platform to grow transformational partnerships that achieve shared objectives and ensure sustainable, diversified revenue. -
The Circle of Responsibilities for Co-Op Boards
The Circle of Responsibilities for Co-op Boards REPRINT Management Tip Series By James Baarda Foreword All boards of directors are under increasing pressure to perform well and justify their decisions. Cooperative boards are no exception. But increasing scrutiny of director behavior is not always accompanied by better information about exactly what directors are supposed to do and how they are to perform their many duties. The series of articles reprinted here originally appeared during 2002 as Management Tip articles in three issues of USDA’s "Rural Cooperatives" magazine. These articles lay out fundamental guidelines for cooperative directors. Along with practical guides, the articles explain underlying principles and give suggestions for specific actions cooperative boards and directors can take to improve their service to cooperatives. Cooperative members can use this well-received series to assess board and individual director performance and make informed choices about directors. Directors can apply the information to carry out the full range of their responsibilities with the assurance that they are satisfying the high standards of conduct required of them. The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and activities on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means for communication of program information (braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint of discrimination, write USDA, Director, Office of Civil Rights, Room 326-W, Whitten Building, 14th and Independence Avenue, SW, Washington, D.C. -
Corporate Governance of Company Groups: International and Latin American Experience
Corporate Governance of Company Groups: International and Latin American Experience Preliminary version for comment. Hosted by : Please send written comments to [email protected] by 5 December, 2014 Latin American Roundtable Task Force on Corporate Governance of Company Groups 17 November, 2014 Hotel Hilton Bogotá, CARRERA 7 NO. 72-41, BOGOTA, 00000, COLOMBIA http://www.oecd.org/daf/ca/latinamericanroundtableoncorporategovernance.htm With funding support of: TABLE OF CONTENTS International and Latin American Overview ............................................................................. 3 1. Introduction............................................................................................................................ 3 2. Economic Rationale for Corporate Groups and the Role of Corporate Governance ............. 4 3. International Work on Corporate Governance of Groups ...................................................... 8 4. Economic Relevance of Company Groups in LatAm .......................................................... 12 5. What is an Economic Group in LatAm? .............................................................................. 12 6. Structure of the Regulatory and Supervisory Framework ................................................... 13 7. Protection of Minority Shareholder Rights .......................................................................... 14 8. Economic Groups and Conflicts of Interest ......................................................................... 15 9. Multinational -
Download Corporate Governance Guidelines
CORPORATE GOVERNANCE GUIDELINES The business of Bristol-Myers Squibb Company (the “Company”) is managed under the direction of the Board of Directors pursuant to the Delaware General Corporation Law and the Company's Bylaws. It has responsibility for establishing broad corporate policies and for the overall performance of the Company. The Board selects the senior management team that is responsible for the day-to-day operations of the Company and for keeping the Board advised of the Company's business. The Board acts as an advisor and counselor to senior management and ultimately monitors its performance. UComposition and Structure of the Board 1. Size of the Board. The Board in recent years has had between 10 and 12 members. This range permits diversity of perspectives and experience without hindering effective discussion. However, the Board is prepared to increase its membership if the Board deems it advisable, for example to bring new or specialized skills and talent to the Board. 2. Board Membership Criteria. The Committee on Directors and Corporate Governance is responsible for reviewing with the Board, on an annual basis, the appropriate criteria for membership to the Board. Generally, non-employee directors should be persons with broad experience in areas important to the operation of the Company such as business, science, medicine, finance/accounting, law, business strategy, crisis management, corporate governance, education or government and should possess qualities reflecting integrity, independence, leadership, good business judgment, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work with others. The Board believes that its membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity. -
Hands on Board: the Board of Volunteers in an All-Volunteer
All Hands on Board The Board of Directors in an All-Volunteer Organization By Jan Masaoka BOARDSOURCE E-BOOK SERIES BOARDSOURCE E-BOOK SERIES Volunteerism is an enormous economic force, yet it is never mentioned in business school or in economics departments. — Charles Hoadley, former Chief Economist, Bank of America WHAT IS AN “ALL-VOLUNTEER ORGANIZATION”? If you are reading this handbook, you are part of a huge economic force — that of the all-volunteer organization (AVO). Among other tasks, members of AVOs clean up beaches, care for the dying, coach basketball teams, advocate for gun control, rescue abused animals, raise their voices in song, publish literary journals, raise scholarship funds, preserve local history, serve as volunteer fire departments, exchange heirloom seeds, host visitors from foreign countries, help people conquer alcoholism, change public perception about the disabled, and help adoptees and birth parents find each other. They make our communities, however defined, work better. That these and countless other services are provided by volunteers and not by paid staff of a nonprofit, business, or government agency would come as a surprise to many. In fact, those of us in all-volunteer organizations often don’t even think of ourselves as the important economic and social force that we are. A WORD ON TERMINOLOGY When we use the term “all-volunteer organization (AVO),” we mean a nonprofit organi- zation in which volunteers manage the organization and do most or all of the work. Some soccer leagues pay referees for Saturday games, some historic preservation societies pay gardeners, and some PTAs pay after-school art teachers. -
The Constitution of Seidman Supply Chain Management Association of Grand Valley State University Preamble
The Constitution of Seidman Supply Chain Management Association of Grand Valley State University Preamble: We, the Seidman Supply Chain Management Association of Grand Valley State University are dedicated to educating students about the profession of Supply Chain Management. Article One: Name The name of this organization established by this constitution shall be Seidman Supply Chain Management Association of Grand Valley State University, and may be hereinafter referred to as SSCMA of GVSU. Article Two: Purpose The purpose of this organization shall be to combine the American Production and Inventory Control Society of Grand Valley State University and the Council of Supply Chain Management Professionals of Grand Valley State University into one organization called SSCMA. The purpose of this organization is to provide opportunities for students interested in supply chain management to communicate and learn from supply chain management professionals in order to improve their supply chain management knowledge. The organization will provide networking, learning, and career opportunities. Through professional events, such as guest speakers, lectures about current events, and member recruiting events, SSCMA of GVSU will also create awareness of the significance of supply chain management. Article Three: Membership Section One: General Assembly Membership 3.1.1 The membership of SSCMA of GVSU is determined based on the criteria outlined in the APICS of GVSU constitution, and the CSCMP of GSVU constitution. Section Two: Dues and Fees 3.2.1 There is no membership fee for SSCMA of GVSU members. Article Four: Executive Board Section One: Description 4.1.1 The Executive Board shall consist of six (6) core members: A. -
Draft CEO Role, Responsibilities and Duties
POSITION DESCRIPTION CHIEF EXECUTIVE OFFICER The Chief Executive Officer ("CEO") of Precision Drilling Corporation (the "Corporation") is appointed under the authority of the Corporation's by-laws and the policies of the board of directors (the “Board” or "Board of Directors"). The CEO of the Corporation has two major roles: To direct and execute all activities of the Corporation either directly or through delegated authority; and To provide leadership in these and other areas: the creation of vision, strategic, tactical and financial plans; developing goals and measuring performance to the approved goals; organizational development; liaison to the public, investment community, government, affiliated organizations and other stakeholders; and the development of the Corporation's management and staff. RESPONSIBILITIES Authority The CEO operates under the authority granted by the Board pursuant to the Mandate set forth below and such extensions of authority as may be granted from time to time. The approval of the Board (or appropriate Board committee) shall be required for all significant decisions outside of the ordinary course of the Corporation's business, including major financings, acquisitions, dispositions, budgets and capital expenditures as set out in the Corporation's policies and procedures. Mandate The CEO possesses the highest personal and professional integrity. The CEO shall act honestly and in good faith with a view to the best interests of the Corporation and will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The CEO avoids potential or actual conflicts of interest with the Corporation or other interests which are incompatible with the position of CEO. -
DESCRIPTION the Chief Executive Officer, Under the Direction of The
Metro Gold Line Foothill Extension Construction Authority Job Description – Chief Executive Officer CHIEF EXECUTIVE OFFICER DESCRIPTION The Chief Executive Officer, under the direction of the Board of Directors, provides overall leadership and direction to ensure the Construction Authority achieves its vision, mission, goals and objectives. Organizes and manages Construction Authority staff and contractors to provide effective and efficient transportation planning, and construction. TYPICAL TASKS, KNOWLEDGE AND DUTIES Examples of Duties • Approves and adopts Construction Authority’s policies, procedures; and maintains accountability for the performance of the entire agency • Provides overall leadership and staff direction in formulating and achieving Construction Authority’s objectives • Makes recommendations to the Board of Directors on significant matters affecting Construction Authority operations and policies • Oversees the development and implementation of short-range and long-range goals and business plans • Directs and manages staff to efficiently and effectively implement the policies and direction of the Board of Directors • Provides leadership for the region’s mobility agenda and coordinates regionally significant projects and programs by working collaboratively with regional partners • Oversees Construction Authority’s planning efforts, including identifying major priorities, establishing goals and strategies that ensure the success of the project • Works closely with the Municipal Operators to ensure coordination • Aggressively -
Chief Executive Officer Position Description
Position Description – Chief Executive Officer Mandate The Chief Executive Officer (“CEO”) of Barrick Gold Corporation (the “Company”) is appointed by the Board of Directors (the “Board”) and reports to the Executive Chairman and the Board. The CEO has overall responsibility, subject to the oversight of the Executive Chairman and the Board, for managing the Company’s business on a day-to- day basis, for general supervision of the business of the Company and the execution of the Company’s operating plans and, working with the Executive Chairman, execution of the Company’s strategic priorities. In fulfilling his executive role, the CEO acts within the authority delegated to him by the Executive Chairman and the Board. Responsibilities The CEO’s responsibilities shall include: 1. Leading the executives and senior management in the day to day running of the Company's business, under the supervision of the Executive Chairman and the Board. 2. Developing, in conjunction with the Executive Chairman, the Company strategy and objectives, and ensuring subsidiary companies' strategies are consistent with them. 3. Developing appropriate capital, corporate and management structures to ensure the Company's objectives can be met. 4. Monitoring the operational performance and strategic direction of the Company. 5. Managing the Company's internal control framework, including approving management and control policies. 6. Working to effect investments/dispositions and major contracts (within authorized limits). 7. Approving the Company's management development and succession plans for executives and senior management, in conjunction with the Executive Chairman and the Board where appropriate, and approving appointments and termination of staff reporting to executives or senior management.