Editor: Describe the role played by directors.
Walker: In addition to their core fiduciary duties, the role of today’s corporate directors is to provide guidance to the CEO and senior executive team while overseeing the organization as a whole. A strong board should provide counsel to the management team to help the organization achieve its strategic goals. It should also be able to evaluate the business landscape – with all its opportunities and risks – to help ensure that the organization remains competitive. As far as board composition goes, directors should be selected based upon the niche areas of specialty or experience that they bring to the organization; to this end, the organization should carefully consider the specific skill sets required to complement the strategy and management team.
In many cases, companies may have diversified their product or service offerings due to new opportunities and competitive market forces. Boards must be forward thinking and nimble. They need to constantly evaluate their overall board composition to ensure that it is aligned with current strategy.
Editor: Why is director training important?
Walker: The simple fact is, very few directors receive formal training regarding their core duties and responsibilities. They are often former CEOs or C-suite executives. NACD dedicates a great deal of time to helping directors transition from their prior roles managing the day-to-day operations to providing oversight and mentoring. NACD assists these directors in building a solid foundation from which to grow and ultimately become a strategic asset to the organization.
Editor: Should directors of all levels participate in director training, or is it only necessary for new or inexperienced directors?
Walker: Ongoing director education provides opportunities for directors to stay current with company business strategies, prepare for emerging issues, and look ahead at “leading practices.” As the corporate environment continues to evolve, the knowledge and skills of a director must evolve as well. I’d like to emphasize this point. It’s important for directors of all levels to seek out director training programs to stay up to date on leading practices, emerging trends, and potential business disrupters. NACD offers basic programs for directors who seek in-depth training on board roles and responsibilities, as well as advanced courses that are highly interactive for experienced directors looking to further delve into strategy and complex challenges.
Editor: What types of training programs do you offer, and how does NACD make them available?
Walker: NACD conducts a number of public peer-to-peer programs throughout the year all across the country. While some programs focus on core practices, others are designed to meet the needs of specific director roles and address timely topics and advanced technical boardroom skills, and provide networking opportunities. Additionally, NACD offers a consultative custom director education service delivered in the boardroom – and I lead that myself. As a seasoned leader and counselor in boardroom performance, education, and evaluation programs, I like to tell our clients that an effective approach for director training is one that can deliver customized education right to the boardroom, with the enterprise’s own facts and circumstances as the foundation for education.
NACD’s custom services facilitate board and senior management evaluations with sessions led by seasoned directors. Participants have shared that this method transforms a potentially sensitive exercise into a positive learning experience.
Editor: New issues affecting corporations are continually arising. Do you change your programs to keep them up to date? For example, how do you handle the concern about protecting personal information and intellectual property from hackers, which has risen to board-level importance?
Walker: Each year, NACD makes it a priority to incorporate events focused on timely topics to help corporate directors prepare for emerging issues and opportunities that are likely to impact boardrooms in the future. In addition to NACD’s Directorship 2020© initiative, we will cover the threat against intellectual property at our Cyber Risk Summit in June. Additionally, if a board is looking for a deeper or more specific session on how emerging trends or business disrupters can directly affect their board, our organization can design a custom in-boardroom program facilitated by our topic-expert faculty – each an experienced director. Topic-specific programs that NACD staff delivers include, but are not limited to, the following: Directors’ Liability; Risk and Crisis Management; China: Opportunities and Risks; Mergers and Acquisitions; and Risk of Technology for Boards and Directors.
Steven R. Walker is the General Counsel, Secretary and Director of the Board Advisory Services of the National Association of Corporate Directors. In his role as department head of the Board Advisory Services, Mr. Walker consults daily with C-suite executives and board leaders from startups to Fortune 100 corporations on a wide range of strategic governance matters.
Prior to entering the full-time practice of law, Mr. Walker worked in the investment banking industry. He has served as general counsel and senior executive to public, private and nonprofit entities. He has held executive legal and business roles with entities ranging from venture capital-backed start-ups to Fortune 100 corporations in the banking, finance, technology, pharma, managed healthcare, funeral/cemetery, health/life insurance, and governance sectors.
In the government sector, Mr. Walker has served as an attorney-advisor to the U.S. Securities and Exchange Commission, Division of Corporation Finance during the implementation of Sarbanes-Oxley. He also served as a senior attorney with the State of Florida Chief Financial Officer, Division of Banking, Finance, Securities and Investor Protection.
Mr. Walker is the former co-chair of the Securities and Governance Forum of the Association of Corporate Counsel Washington Metro Chapter. He has served on the Orange Bowl Committee and the boards of the Association for Corporate Counsel-Michigan Chapter, Professionals of the American Cancer Society-Tampa and Gusman Center for the Performing Arts-Miami.