In our 24/7 world, companies are continually faced with shifting business models, transformative social and demographic trends, natural disasters, and unpredictable geopolitics. Directors need to be ahead of the curve to help to guide executives to monitor, evaluate and prepare for disruptors that might require significant shifts in organizations.
The expert panel will include:
James Lam, Bestselling Author, NACD D100 Honoree and Risk Faculty, and Risk Committee Chair, E*TRADE Financial; Independent Director, RiskLens Inc.; President, James Lam & Associates
Bob Bostrom, Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary, Pier 1 Imports Inc.; formerly Senior Vice President and Special Counsel, Abercrombie & Fitch; formerly General Counsel, Freddie Mac
Lynn Clarke, independent board member, Abarta Coca-Cola Beverages, and chair, Nielsen-Massey Flavorings, will moderate.
NACD Atlanta hosted a program this week focused on atypical risk and adaptive governance. Featuring panelists Bob Bostrom, executive vice president, chief legal and compliance officer and corporate secretary, Pier 1 Imports, Inc., and James Lam, E*Trade Financial director and chair of the board’s risk committee, as well as NACD Atlanta board member and Nielsen-Massey Flavorings chair of the board, Lynn Clarke, as moderator, the panel focused on board oversight of:
Have a solid foundational risk management program that includes metrics, a risk appetite statement, and appropriate policies
A culture of encouraging dissenting views on the board
Mr. Bostrom stressed that while risk may “live” in any number of places, such as the audit committee, a risk committee, or across all relevant committees, the board must look at risk holistically. At the same time, a crisis team should be in place, along with a plan of action, even though black swans are difficult to prepare for. He stressed that having board members with “muscle memory” of crisis is critical, and a skills matrix of board needs should include crisis experience, or rather, “a diversity of scars.” All agreed that “cognitive bias” or “group think” can make detecting risks more difficult.
He continued, recommending that the board should test the company against black swans, as the government did with banks after the financial crisis. Also, don’t underestimate what can happen to employees in a crisis. Complaints to the whistleblower hotline are likely to skyrocket, for example.
Ms. Clarke shared the story of Nielsen-Massey Flavorings. Approximately 95 percent of the company’s cost of goods was tied to vanilla bean production in Madagascar. When a typhoon hit the country, the company was in dire straits, and quickly pivoted to broaden its supply chain.
To avoid a problem, the board should be getting the right risk information delivered in the right way, according to Mr. Lam. When he took the reins of the risk committee at E*Trade, for example, he received voluminous committee materials. Instead of paring them back, he started with a clean slate, asking for a dashboard based on data. Having the right data can help identify not only operational and financial risk, but also strategic risk, which is the risk most likely to impact the company’s viability. The board should ask management to identify three to five events that would “kill the company,” then discuss those risks. Also, according to Ms. Clarke, taking a customer-oriented viewpoint can be a very valuable asset to the company in today’s instant world.
As for employees, Mr. Bostrom opined that companies should build the issue of risk into compensation metrics. Per Mr. Lam, E*Trade conducts an annual risk culture survey, which the board reviews for gaps, and the board has a risk escalation policy, dictating which risks must be reported up to the board. To build a resilient and risk-appropriate culture, one of the companies on whose board Ms. Clarke serves, takes an employee-centric approach. The CEO uses internal social medial regularly to reach employees and drive culture.
Mr. Lam emphasized that a good enterprise risk management program can tell a company where to take more risk. Mr. Bostrom added that companies often fail to include risk in pricing. For example, when entering an overseas geography, the company should build in the cost of compliance with the Foreign Corrupt Practices Act.
The chapter wishes to thank the panelists for sharing their expertise and insights, and extends its gratitude to the chapter’s sponsors for their support of local programming for directors.
Bestselling Author, NACD D100 Honoree and Risk Faculty, and Risk Committee Chair, E*TRADE Financial; Independent Director, RiskLens Inc.; President, James Lam & Associates
James Lam has been a director of the eTrade since November 2012. Mr. Lam has been President of James Lam & Associates, a consulting firm focused on corporate governance and risk management, since January 2002. He previously served as Founder and President of ERisk, Chief Risk Officer of Fidelity Investments and Chief Risk Officer of GE Capital Markets Services. Mr. Lam is the author of the best-selling books, Enterprise Risk Management (Wiley, 2nd Edition, 2014). and Implementing Enterprise Risk Management (Wiley, 2017). He was named to the NACD Directorship 100, Directors & Boards “Directors to Watch,” Treasury & Risk “100 Most Influential People in Finance” three times, and GARP inaugural “Risk Manager of the Year.” Mr. Lam graduated with a B.B.A. from Baruch College in 1983 and received an M.B.A. with honors from UCLA in 1989. He is an NACD Board Leadership Fellow and is certified by the Software Engineering Institute of Carnegie Mellon in Cybersecurity Oversight. Mr. Lam currently serves on the board of directors of RiskLens as an independent director, and previously served as Vice Chairman on the board of directors of ERisk and as an independent director of Covarity. Mr. Lam is a member of the E*TRADE Bank board, a member and Chair of the Risk Oversight Committee and a member of the Audit Committee.
Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary, Pier 1 Imports Inc.; formerly Senior Vice President and Special Counsel, Abercrombie & Fitch; formerly General Counsel, Freddie Mac
Demonstrated corporate governance, board, and executive leadership experience. General Counsel at 4 companies for over 16 years in both financial services and retail sectors and senior leadership positions at several globally recognized law firms.
Diversified expertise in: corporate governance and securities laws, ethics and compliance, crisis and risk management, litigation, class actions, labor & employment, investigations, and mergers & acquisitions.
Extensive experience advising financial institutions on Federal and state regulatory issues and examinations (including Dodd-Frank and the CFPB), supervisory and enforcement actions, compliance and risk management, mergers & acquisitions, the FHFA, and Freddie Mac and Fannie Mae.
Served as Executive Vice President, General Counsel & Corporate Secretary of Freddie Mac from 2006 to 2011 playing a pivotal role during and after the 2008 conservatorship and financial crisis.
Previously, Co-Chairman of the Financial Regulatory and Compliance Group at Greenberg Traurig and Co-Head of the Global Financial Institutions and Funds Sector at Dentons.
Recipient of 2018 Burton "Legends in Law Award", "2016 Distinguished General Counsel" by NYSE Governance Services, "2015 General Counsel of the Year" by the International Law Office and Association of the Corporate Counsel, and one of the “Most Influential In-House Counsel” in Washington by the National Law Journal. Freddie Mac was named "One of the Best Legal Departments" by Corporate Counsel Magazine and "Employer of Choice" by the Minority Corporate Counsel Association.
Advisory Board of Georgetown Corporate Counsel Institute. Fellow in the American College of Corporate Governance. Vice Chair, Corporate Governance Committee of ABA Business Law Section. Member of the Board of NeuLion, Inc, an innovative technology company listed on the Toronto Stock Exchange, from 2014 to 2018 until acquired by Endeavor in an all cash deal.
Lynn Clarke is an independent board director, chair, and CEO with consumer-packaged goods, digital, e-commerce, technology, and specialty retail expertise. She has driven growth and has strategic, brand-ing, and operating experience in seven different industries. She is currently a director of several companies.
Clarke's experience includes 17 years of branding, marketing, and operations roles at PepsiCo & General Mills, four years as CEO of private equity-owned companies, and 11 years as CEO of an award-winning, direct-to-consumer global e-commerce business (2014 International Housewares Association e-commerce retailer). Clarke's goal as board member is to help businesses profitably grow using brand building strategies and digital disruption that are based on a deep understanding of consumer and customer needs, and then identify how to meet those needs better than all competitors.
Her current governance roles include board member, Governance and Audit Committees chair, and Compensation Committee chair, Abarta Coca-Cola Beverages; board member, Kahiki Frozen Foods (previously publicly traded); board member, visii.com (AI & visual search technology, London-based); board member, Top Notch Distributors (privately held architectural hardware distributor); board member, Martin Preferred Foods (privately held food processor/distributor; and chairman of the Board, Nielsen-Massey (privately held flavorings manufacturer).
She previously served as board member of Trophikos Inc., a privately held nutritional supplement dis-tributor; Advisory Board member of Wells-Fargo (Wachovia) Bank; and board member of Oskar Huber Furniture, a privately held retailer.
Clarke is a board member of the NACD Atlanta Chapter and a member of Women Corporate Directors and Young Presidents' Organization. She is a frequent speaker at family and entrepreneurial programs, including Google Search Conference, NACD, Institute of Internal Auditors, and Family Business Consulting Group Chairman's Program. She attended the YPO Harvard Business School leadership program and Wharton Business School Directors program. Clarke has an MBA from the University of Pittsburgh and a BA in Journalism and Communications from Point Park University.