Elon Musk’s unpredictable behavior has become a recurring headline, much to the dismay of those at Tesla who would like the Company’s founder to exercise restraint befitting a CEO. The company’s inability to force his compliance with recent SEC rulings has called into question whether Musk should continue to serve as chief executive officer. The stakeholder community is standing by to see how the Tesla Board will address these problems. Byron Loflin, CEO of Center for Board Excellence, suggests that it is time for the Tesla Board to exercise its oversight responsibilities, guide the situation, and mentor their CEO. For more information, see the Wall Street Journal’s CFO Journal article addressing the topic.

New Collaboration Strengthens Both Firms’ Board Service Offerings

Baltimore, MD and Greensboro, NC, November 15, 2018 – Stanton Chase and the Centre for Board Excellence (CBE) announce a new partnership for corporate governance excellence. This strategic alliance strengthens board and leadership offerings globally by aligning Stanton Chase’s executive search services with CBE’s proprietary governance solutions and expertise.

CBE brings extensive experience in the design and implementation of third-party board self assessments for board performance and effectiveness, and they tailor online and interview inquiry to meet the needs of a board’s unique governance objectives. CBE’s core offerings include customized board, CEO, and management assessments utilising CBE’s secure EnGauge platform. CBE’s platform includes interviews and the facilitation of governance action plans. CBE’s best in class governance solutions coupled with Stanton Chase’s world class executive search deliver cost effective solutions for both firms’ existing and future clients. Each firm will maintain autonomy so as to remain un-conflicted.

The partnership was announced at Stanton Chase’s Global Partner meeting in Los Angeles, California by Byron Loflin, CEO of CBE. “This new partnership will benefit organisations around the globe who seek to strengthen their board’s effectiveness. Stanton Chase is a company with transparent values that complement a global mission and experience oriented approach to public, private, and NFP/NGO boards and leaders large and small. Unlike the competition who are often conflicted, CBE and Stanton Chase will maintain full disclosure and strict autonomy with clients.”

Mickey Matthews, Stanton Chase International Chairman, also expressed his excitement about the partnership. ”CBE is culturally and philosophically aligned with Stanton Chase values as a relationship-focused, professional, strategic business advisor. I look forward to the many benefits this new relationship will bring to our clients.”

For more information about the Centre for Board Excellence and its governance solutions, visit: boardevaluations.com

To learn more about how the CBE-Stanton Chase partnership can benefit your business, contact your local Stanton Chase consultant: https://www.stantonchase.com/international-locations/

About Stanton Chase:
Stanton Chase is ranked within the top 10 global retained executive search firms. With proven expertise in key sectors of the global economy, it has 9 specialist practice groups that operate as international teams. Stanton Chase is owned by its partners who take individual responsibility for delivering outstanding quality for each assignment. Stanton Chase is a member of the Association of Executive Search Consultants.

About Centre for Board Excellence:
Centre for Board Excellence is the leading global provider of corporate governance and compliance solutions, merging expertise, technology, and innovation to augment board governance while streamlining labour-intensive governance tasks for directors, executives, and corporate attorneys. CBE’s proprietary reporting delivers insightful metrics that promote strategic and governance alignment. CBE is a trusted, third-party provider to many of the world’s iconic companies, including many Fortune 500 and Forbes’ Most Trustworthy companies.

The annual Corporate Governance Awards were hosted by Corporate Secretary on November 8, 2018, in New York City. This annual event puts the spotlight on the importance of accountability, compliance, and governance excellence in organizations by recognizing leaders who have demonstrated extraordinary commitment to implementing these ideals in companies across diverse industries.

The winners for 2018 are:

Best Compliance and Ethics Program (Large Cap) – VISA
Best Compliance and Ethics Program (Small to Mid-Cap) – NW Natural
Best ESG Reporting – Microsoft
Best Overall Governance for a Private Company – Graybar Electric Company
Best Overall Corporate Governance (International) – Westpac
Best Proxy Statement (Large Cap) – General Motors
Best Proxy Statement (Small to Mid-Cap) – AMN Healthcare Services
Best Shareholder Engagement – Hewlett Packard Enterprise
Best Use of Technology – HP
Governance Professional of the Year (Large Cap) – Shannon Kinney, ConocoPhilips
Governance Professional of the Year (Small to Mid-Cap) – Courtney Schuster Kamlet, Syneos Health
Governance Team of the Year (Large Cap) – General Motors
Governance Team of the Year (Small to Mid-Cap) – Atlas Air Worldwide
Rising Star – Connie Wu, Splunk

Center for Board Excellence (CBE) offers a suite of governance and compliance solutions that support directors, officers, and governance professionals in their efforts to promote governance excellence and accountability. CBE’s proprietary assessment and reporting processes promote strategic alignment between board and management and turn feedback into action–all while removing paper from the process. Merging expertise, technology, and innovation, CBE provides clients with customized solutions for compliance processes, including directors’ and officers’ questionnaires, related party questionnaires, and conflict of interest questionnaires, among others.

CBE is proud to share a common purpose with those recognized by Corporate Secretary: a commitment to excellence in corporate governance. We commend this year’s nominees and winners, and look forward to further partnerships with such exemplary organizations and professionals.

“Long-range planning does not deal with future decisions, but with the future of present decisions.” – Peter Drucker

In the incredibly fast-paced environment our world has embraced, staying relevant and profitable has become a challenge for all industries—banking included.

In an increasingly competitive digital age, community banks still play a very important role in supporting their communities and the local business owners, students, entrepreneurs and families who live there—all of whom depend on you to meet their unique banking needs. To remain relevant and competitive, your bank needs to embrace a strategy that is both sustainable and enduring.

This may mean keeping many of your current business practices in place, but it will also undoubtedly require important changes and a new approach in others. How can your bank’s board and executives make an informed decision on the best way forward? Answer: Conduct a third-party board and management self-assessment.

This tried-and-true corporate governance tool is like an executive’s annual physical checkup; it’s a process that results in an actionable report. It informs you where your bank is, so you know where it needs to get to and what it will take to get there. Good corporate governance is essential to long-term sustainability, value creation and risk mitigation.

The Center for Board Excellence’s proprietary online assessment solutions elevate corporate governance and leadership standards while saving your community bank time, effort and money.

Today’s most successful banks pursue governance excellence that inspires:

  • strategic alignment between the bank’s board and management
  • maximum support for the CEO
  • a culture of continuous improvement and success
  • leadership that is relevant, purposeful and effective
  • board agility, development and diversity
  • social and environmental responsibility (ESG)
  • total ownership (shareholder) value and growth

Our platform, process and reporting capture and establish important metrics to transform board governance from ad hoc, one-time initiatives into a strategic process for continuous improvement. They exceed the assessment standards required by publicly listed companies on the NYSE and Nasdaq.

Our clients include many members of the Fortune 500 and Forbes’ 100 Most Trustworthy Companies, as well as smaller public and private companies and organizations, all of whom know the value of CBE’s unique performance assessment reporting. Board members, CEOs, general counsel, corporate secretaries and governance professionals we’ve worked with tell us that CBE’s tools equip them to be more effective in their respective roles.

Explore how CBE’s fully customizable governance solutions can help your community bank sustain its relevance and profitability over the long haul.

This article was originally published in the Independent Bankers magazine

Toyota and Volkswagen have been the two biggest vehicle manufacturers worldwide for the past several years. Just two years ago, Volkswagen was number one, but a look behind the numbers, shows that trouble had been looming for some time. In a recent New York Times article, Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, said “the governance of Volkswagen was a breeding ground for scandal. It was an accident waiting to happen.”

Despite the many other public examples of failed corporate governance practices that have wrecked companies (WorldCom, Enron, Arthur Anderson, Toshiba) and lead to massive losses (AIG, Lehman), VW tolerated, if not encouraged, a level of corporate governance deception that would draw a raised eyebrow from Bernie Madoff.

Ferdinand Peich, the VW Chairman until this past April, exerted such control over the Board of Directors that he forced the appointment of his former nanny (now his 4th wife) to the Board of Directors. Her only prior experience was teaching kindergarten. With two children of my own, I deeply respect the role of teachers, but this appointment doesn’t pass the proverbial corporate smell test.

And then we have the new economy’s automotive darlings, Tesla and its CEO Elon Musk. The Tesla Board of Directors has adopted a fairly detailed set of Corporate Governance Guidelines. In its annual proxy statement, it details the criteria for board nominees, which they say, “must reflect a Board that is comprised of directors who (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge experience at the policy-making level in business or technology, including their understanding of Tesla’s business in particular, (4) have qualifications that will increase overall Board effectiveness and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members.”

Tesla also completes an annual evaluation of its board and each of its members, and according to the proxy, these evaluations are considered by the Nominating & Governance Committee as part of their annual recommendation for board nominees. Based on the observable factors related to board governance, Tesla has modern, efficient, and effective governance structure, which stands in stark contrast to that of VW. The Tesla Model S has been described as a vehicle built around an iPad – where software is a driving force for ongoing innovation long after the consumer drives it off the lot. Like its governance practices, Volkswagen’s approach to software is painfully archaic.

Comparing the two company’s public disclosures is like test driving the Model S followed by a 1974 Volkswagen Thing. While driving the Thing might make some nostalgic, it won’t be a comfortable ride and even Lloyds of London would balk at the idea of a warranty. As vehicle consumers have done with their choice in cars, it’s time for investors to demand more from companies. Interestingly, the German institutional investors seemed more in tune with the failings at VW than their US and foreign counterparts. At the time the VW emissions scandal was discovered in September, just 2% of the company was owned by German institutions—while more than 26% was held by foreign institutions.

It is time that all institutional investors require more rigorous corporate governance, not government regulation. This should include disclosures as to why each board member was selected and metrics for board performance. Institutions should require more robust minimum requirements, before they invest, and insist on continued adherence or withhold their support from company board nominees and other proposals the company puts before shareholders. The investing public cannot rely on ISS as the sole gatekeeper. We need global institutional rigor to insist on sound governance practices.

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