GOVERNANCE | Wired – William S. Ayer, Chairman, Alaska Air Group #Society13

“You need to have short term performance to get to the long term.”

Bill is the leader that makes following easy.  He likes to keep it simple and focus on the alignment of three primary stakeholders: customers, investors and employees.  He brings his interest in people into view with this wisdom “let’s build a company that provide meaningful benefits not at the expense of each other.”

His eye for talent focuses on people who understand priority and bring persistence till they get it right.  As a leader he wants to ensure people who demonstrate these skills are given new opportunities.

It is great to see a self-aware leader who can say “As a CEO I don’t want to overstay my welcome and accept I only have a certain range of capabilities.”  Boards, are you ready to hear this from your CEO?

Business Wisdom

The plan is a lot easier than the execution.  Business is about people and change.   You need the right critical mass of people.  Opinion leaders are not on the formal organization chart.  Find them and bring them in on the vision.

The board’s role is critical and is the most senior level of leadership.  The role they serve for the CEO is holding the team accountable to the plan and being supportive of transformation.  Things get worse before they get better so the board needs to understand the cycle of the strategy.

The right board leader has an agenda that brings out the strengths of the board.  It is structured to:

  • Focus on a few key things
  • Bring balance on compliance and strategy

The board leader is the architect of the agenda.  It is their duty to make sure the board does not spend too much time powerpointing which take time away from engagement.  The way a board chair sets up the agenda builds a board intelligence culture.  The chair should ask themselves “How can the board be most helpful to the CEO.” [Read more…]

GOVERNANCE | Wired – Opening Reception, Exhibit Hall #Society13

Seattle, Wa

July 10-13, 2013

2013-07-10 15.02.55

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Annual General Meeting (AGM) Bingo Card

As we read through proxy statements and prepare for Annual General Meetings, let us not forget to have some fun.  In that spirit, bring along this bingo card to add to your engaged listening.  Winning cards get to leave the meeting and get on with their lives.

AGM Bingo Card v1

2013 AGM Bingo Card v1

Special Thanks to Broc Romanek for including the AGM Bingo Card in his recent post:





[Read more…]

Lean In – Boardroom Edition

March 5, 2013 – My Broads Circle Keynote: Broads on Boards Event

LABJ April 2013

Welcome to the 4th annual Broads on Boards program:  Women on Corporate Boards

Hi, I’m Fay Feeney, my day job is CEO of Risk for Good where we equip CEOs and their boards to govern in this new mobile, transparent, connected world by bring digital intelligence to the competitive uncertainty in the equity markets.

I’m also the President of the Broads on Board program for Broads Circle which is an executive-level networking group with a focus on MONEY and POWER for WOMEN.

The mission for Broads Circle is to connect senior level business women. We believe that successful, impactful, powerful people have strong networks.

They draw on these networks in driving revenue and growing capital for themselves and their ventures.

At Broads Circle we talk exclusively about issues related to Money and Power for women.

So let me begin with some action items for you to think about as we talk about corporate board service.  I’m out seeking a corporate board appointment and am using these guiding principles in my search:

Action Items:

1. The world is changing before our eyes; use your influence where you have it – with clients, in your spending, where you invest and with family & friends.  You never know who in your network has board opportunities. Stay connected – if you are in the flow of learning about board opportunities let me know.

 2. Luck favors the prepared – stay informed on corporate governance.  You can join me on Twitter #Corpgov or consider attending a NACD Director Professionalism course.  We’ll have a session August 15-16, in Newport Beach.  I’m proud to be a NACD Leadership Fellow.

 My corporate governance education builds confidence for the Nomination/Governance committee, is proxy ready and more important shows I’m serious about building company value.

  3.  Narrow your boardroom focus. Think about board service opportunities starting with private companies and public companies on the Wilshire 5000.  The F500 have plenty of people vying for those seats.

For example, let’s look at the 79 S&P 500-listed financial services firms, these provide a window into the governance trends affecting these companies.

Among the 2012 trends:

  • Financial services firms welcomed more new directors; 53 new independent directors joined S&P 500 financial services boards in 2012 compared to 45 in 2011.
  • The profile of new directors has evolved, with the boards of financial services firms adding more women and financial services executives and fewer private equity professionals and retired CEOs. Of the new directors joining financial services boards in 2012, 30% are women.  Do the math, 30% of 53. [Read more…]

Don’t I Know You? Bring your Big #Reputation Online!


Don't I know you

Is 2013 the year you are taking social technology seriously enough to engage personally on Twitter?  If so, you may be surprised by the impact on your real life reputation once you go social.

Like the new years resolution for going to the gym, I’m seeing some new people showing up on Twitter. These are people who have established reputations in real life – CEOs, corporate counsel and entrepreneurs.  We even have a hashtag for CEOs who are leading their organizations to leverage social technology #socialCEO .

You may be in enterprises where your business has been engaging in social media for marketing but not personally.  With the IBM Social CEO Survey data we are seeing 16% of CEOs on social media with expectation for that number to triple in five years.

Like the new faces at the gym, I’m here to welcome you and share what I know about operating the equipment safely. Last thing I want is to see someone risking their personal safety and getting hurt!

I’m happy you are here and interested in following you. Like any place, new people bring fresh perspectives and insights. I speak about making this happen in the boardroom and I live it online.  My big idea for 2013 is “let it begin with me.”  With the amazing transparency I’m seeing the last thing I want to do is expose my reputation by going all command and control.  “Do what I say, not what I do” falls into a category of lessons I’m unlearning.

My board clients are generally not going on Twitter to engage but to observe the #corpgov conversation, follow their customers, company, executives, competitors, employees, investors and issues of interest.  Together we curate a Twitter feed that filters a bespoke experience and closes their information gap.  Directors don’t need to tweet to govern the digital revolution.  What they need to do is listen and understand the strategic issues.  These insights come from big data analytics and are affectionately referred to as “social media exhaust.”

When I bring clients with big off line reputations online their reputation risk goes way up.  Here is my process to equip them to have an experience that will transform them and accelerate their business in the digital revolution:

Week One:

Tour Twitter and identify how it is being used in your ecosystem by collaborators and competitors.

Goal setting: clarify thinking about why you are using Twitter:

  1. Who do you want to connect with on Twitter?
  2. Learn how to listen/speak
  3. How will people connect with you?
  4. Who will you follow back?
  5. How to deal with people who you don’t want to follow you?
  6. Learn what authentic engagement looks like by following my favorites in #corpgov #law #CSR #diversity #ESG #safety #socialmedia and more. [Read more…]

Boardroom Turbulence – Strap Yourself In for 2013


Hello from Fay

I’ve been on the go, which makes sleeping in my own bed that much sweeter this holiday season.  As I think about 2012, my take-away for directors is “more than ever, your CEOs need your wisdom and provocative questions to support them in adjusting their thinking and strategy to a landscape of turbulence.”


Changes brought on in the past year from the digital revolution alone are accelerating business risks and opportunities.  Mary Meeker speaks to this in her 2012 KPCB Internet Trends Year-End Update.    She calls it “The Re-Imagination- of Nearly Everything.”


Mary MeekerThe “weapon of choice” in the digital revolution is proving to be the smart phone.  It provides stakeholders a tool to connect with like-minded individuals anywhere, any time.

This year, when speaking on social technology, I’ve been asking directors to think about issues from the constituent’s viewpoint (investors, customers and employees) for a start.  Broadening to stakeholders is the next level request.

I recently heard Mark T. Bertolini, Chairman, CEO & President, Aetna Inc., speak at the NACD Board Leadership Conference.  Yes, he has a Twitter account @mtbert, but that’s not the only reason I like him.  He spoke to the value of having the CEO be an active participant in the social conversation.  Here is a link to his session, which is a blueprint for the #SocialCEO.

We certainly expect our C-suite to align their messaging to demographics, but it is far more complex than it appears.  People are expressing their underlying attitudes and values in a variety of ways that are being expressed in the public domain on Twitter, Facebook, blogs, etc.

An expectation for CEOs is to listen, assess and, if appropriate, adapt to the feedback.  It reminds me of the first two steps in a risk management process: identify and assess.  I encourage directors to stop and consider ways they can help their CEO speak to values that define, strengthen and grow the company.

As a board leader, your agenda needs to allow time for the on-going, dynamic issues that are emerging that may not have been assigned to a committee:

  • Company culture and talent
  • Company brand and reputation
  • Opening communication channels from the outside/in
  • Sustainability and safety
  • Supply Chain
  • IT and social technology including cyber-risk
  • Diversity & Inclusion

I heard James Robinson, III speak in New York City at the NACD D100.  His message to business was simple: “To grow and sustain a successful enterprise, recognize that we are all in it together, act accordingly.” [Read more…]

Engaging the Boardroom: Social Media for Corporate Directors

“Your business is operating in a digital revolution, use your peacetime wisely” with this statement Richard S. Levick, Esq., President & Chief Executive Officer, Levick kicked off our panel on “Everything Directors Need to Know About Social Media” at the 2012 NACD Board Leadership Conference.

Speaking to a packed audience my curiosity was: who in the audience will leave seeing social media as a strategic business advantage?  Will they take action and get social media on their next boardroom agenda?

As we began our session, I asked Allan Grafman, CEO, All Media Ventures and Chairman, Majesco Entertainment to help us better understand boardroom thinking, “What’s the biggest misconception that many directors have about social media as it relates to their business?”

He said, “They think it is being handled.  Nothing could be further from the truth.  It is an iceberg…and larger than you think” which gave the audience one of the many opportunities to sit up in their chairs.  Allan gave us a couple of takeaways right up front:

  1. Don’t let social media get put in a functional silo: it touches and impacts every part of your business.
  2. In the boardroom, it is too large for any single committee…this is a topic that needs the entire Board’s attention.
  3. Don’t believe social will go away, make a list of questions and begin the conversation with your Board and Management team.

It was time to tap into insights from Neil S. Braun, Dean of Pace University’s Lubin School of Business in New York.  He has previously been President of the NBC Television Network, Chairman and CEO of Viacom Entertainment, Braun serves on the board of directors, audit, compensation and governance committees of IMAX Corporation.

Neil spends many hours now with students who are driving the digital revolution using social and mobile technology.

Asked about how to connect with students, he shared that email is becoming passé.  If you want to get your message to his students it requires texting.  They are using their mobile phones as ways to stay connected in their world.  This is consistent with a global trend on mobile devices.

Social media is part of a larger technology revolution where social connects to mobile, cloud and big data.  It is becoming a foundation for business transformation and innovation.  It is also a new form of radical transparency into your boardrooms where fans, critics and disruptors are questioning the “art of director decision making.”

At the end of 2011 there were six billion cell phone subscriptions globally, which means that 86% of the people on the face of the earth can now connect and talk or text directly with each other.  By comparison there are only 2.3 billion internet users.  More people in India now have mobile phones, than have indoor plumbing.

As directors your role is to support your CEOs in exploring how they can socialize and humanize the company as a place to buy, work and invest.  It is important to remember that these social conversations have just begun with your customers, employees and investors.  With or without you they are talking about your brand with each other.  The challenge for the business is to accept that you do not control the conversation anymore.

This opens your business up to a variety of emerging risks which were defined in a recent study by Stanford University’s Rock Center for Corporate Governance, in conjunction with The Conference Board, where they surveyed CEOs, senior executives, and corporate directors.  The study could be summed up as: Lots of Knowledge, Little Action! [Read more…]

Social Media for the Boardroom – ICGN Rio 2012

I’m back from my travels to Rio.  The ICGN Annual Conference was an amazing gathering of investors from around the world.  Their voices added to the corporate governance conversations I’m privileged to hear in the US .  Our session on social media was a hit with attendees wanting to see how social media works from the investor perspective.


During the report out, Stephen Davis asked that audience the question:

“In your estimation, what percentage of corporate boards now exercise constructive oversight of social media risks and opportunities?”

One half of me is shaking my head while the other half is working on products and services to fast track boards, CEOs and investors into 21st century communications.

Here are the notes from our session and would welcome you adding to the ideas.

Social Media


Provocateurs: Santiago J.D. Chaher, Managing Director, Cefeidas Group, Argentina and Fay Feeney, CEO, Risk For Good, USA

Moderator: Stephen Davis, Executive Director, Millstein Center for Corporate Governance and Performance Yale School of Management, USA

Investors and corporate boardrooms alike increasingly see social media as a channel for advancing goals as well as a risk to manage. One illustration of the power of social media:  during the ICGN’s first Rio day some 14 tweeters messaged on the conference from Brazil, the US, Canada, Portugal, Switzerland, Japan and Jordan. Totaling their followers, the number of people around the world who received at least one tweet from the conference was 93,781.

Provocateurs Fay Feeney and Santiago Chaher made the following main points:

• Companies facing viral crisis set up a “war room”

• Ongoing defenses include:

• Monitoring how firm and competitors are positioned in social media

• Maintaining an up-to-date inventory of relevant social media channels

• Embedding social media in corporate strategy

• Understanding ‘Big Data’ metrics and tools

• Establishing protocols for using social media within legal boundaries

• Boards should have someone with ‘digital literacy’, and other directors should have mentoring to bring them up to speed

• In the long term Big Data offer windows on real-time embryonic thinking rather than today’s historical data–deeper insights on consumer behavior and how it changes

Delegates were asked to discuss two questions:

1. What would you recommend boards do to prepare for social media risks and opportunities next season?

2. What can you imagine social media and technology allowing companies to do in 2020?

Points raised by delegates included the following: [Read more…]

Social Media and #CorpGov – 2012 ICGN Rio Annual Conference

Yes, I’m here in Rio for the ICGN Annual Conference.  Here are my remarks for the panel on Social Media and Corporate Governance.  Let’s get this conversation on social media happening with CEOs and their boards.  It is too important to building trust and transparency.

 My Remarks:

Ola, Stephen, Santiago and the ICGN conference committee for including me in this amazing event.  For the past 15 years I’ve been active in engaging the internet and social media for my business & personal development.  As a result, my colleagues in corporate governance have labeled me the “Digital Whisperer”.  Today I’d like to share some of my experiences and “lessons learned” with you.

We are early in the internet age.  This 2nd generation of the internet (web 2.0) is where individuals, investors, activists and companies can use the web as a media platform to shape the perception of their company and their board.  You control your own site, or blog, or tweet; and are able to control your own data.  The importance of the company’s web site is well understood by most of us.

Less understood is the importance of interactivity, another key feature of web 2.0.  Being “social” in the digital age means creating the opportunity for user-generated content on line, and using this interactive feature to exchange information.  We know these applications such as: Facebook, Linked In, Blogs and Twitter.

In the first wave of the digital economy, the focus was on one-way conversations corporations were having with their customers.  The marketing department was in charge of overseeing that information was carefully controlled and distributed.  Marketers are known for talking, not listening.

We are now in the second wave of the digital economy.  Two way connections will dominate with less hierarchy, not more hierarchy.  Information about your company, its products, and its policies can no longer be carefully controlled and distributed.  As you and your board become digital citizens, you will be leading socially enabled enterprises with your stakeholders, your board members, and your key investors.

Take a moment to think where you were 8 years ago in 2004 when Facebook was being launched.  I was sitting with CEOs in their boardrooms briefing them on what I was seeing in their operations from a risk, safety, health, and environmental perspective.

I had limited time with them so my job was to inspire them to improve their profits by enhancing the safety and sustainability of their workplaces and products.  This included focusing on the people, products, use of resources and supply chains that made them money.  The way to focus on these audiences is to listen to them.

Investors, stakeholders, and the employees on the loading dock all have ideas for improvement and an opinion about the job management is doing.  This has always been the case.  What has changed is that now several platforms exist for these individuals to communicate their ideas and attitudes.  They now find, nearly instantly, that these ideas and attitudes are shared by their peers.  When their opinion captures the sentiment of others, then “word of mouth” becomes magnified at large scales with customers, employees, investors and activists.  These events become opportunities or risks, and can quickly shape a company’s future.

The impact of social media on corporate governance is a new concept.  It is not yet embraced by most boards.  We are literally building the plane as we fly.  My training and expertise is in risk management.  For the last 8 years I have been applying fundamental principles of enterprise risk management to social media.  Today I will share some of these findings. [Read more…]