2014 FWA Directors’ Dinner

Panelist: Holly Gregory, Jenne Britell and Sara Grootwassink-Lewis

For the past 10 years, the annual FWA Directors Dinner has highlighted the countless ways to get and keep high-level women on corporate boards. On May 8th, FWA Members and guests came together for an informal, off-the-record dinner discussion with an experienced panel of thought leaders ready and willing to provide their personal insights on board service, their experiences getting on and working with boards, and how they are grappling with corporate governance issues in this environment. Jenne Britell, chairman of the Board of United Rentals, Inc. set the tone of the evening when she said, “Women must get tougher. They need to figure out what a company’s board needs and then ask to be considered to fill the need!”

The panel of distinguished participants included:

Jenne K. Britell, PhD. – Chairman of the Board of United Rentals, Inc., the world’s largest equipment rental company. She is also a director of Crown Holdings, Inc., Quest Diagnostics, Inc., the U.S. Russian Foundation for Economic Advancement and the Rule of Law, the School for Advance Research, as well as a member of the Board of Trustees of the Santa Fe Institute.

Holly J. Gregory – Partner at Sidley’s New York office and is co-global coordinator of the firm’s Corporate Governance and Executive Compensation group. Ms. Gregory counsels clients on the full range of governance issues including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements and governance “best practices.”

Sara Grootwassink Lewis – Chief Executive Officer and Founder of Lewis Corporate Advisors, LLC, a capital markets and board advisory firm as well as a seasoned corporate board member of CapitalSource, PS Business Parks, and Plum Creek Timber.

Merrie S. Frankel (Moderator) – Senior credit officer and vice president in the commercial real estate finance group at Moody’s Investors Service, the global rating agency. At Moody’s, she is responsible for a ratings portfolio of more than 20 REITs and real estate operating companies in the United States and Canada. Ms. Frankel has extensive experience in real estate portfolio management, commercial real estate and mortgage transactions, real estate law, and strategic consulting at Salomon Brothers, JP Morgan, Cushman & Wakefield, Ernst & Young and the Argo Funds. Ms. Frankel is an adjunct professor in the real estate programs at NYU and Columbia, and New York Law School; on the Urban Land Institute’s Women’s Leadership Initiative Executive board; and a co-chair of the FWA Directorships & Corporate Governance Committee.

(l-r): Andrea (Andy) Esposito, Directorships & Corporate Governance (D&CG) Committee Co-Chair, Panelists: Holly Gregory, Jenne Britell, Merrie Frankel (Moderator & Co-chair of DCG) and Sara Grootwassink-Lewis

The event, including cocktails and dinner, took place at host Sidley Austin LLP’s conference center overlooking midtown Manhattan. The topics covered this year flowed over a wide range of themes such as: institutional investors aligning with activist investors (single issue voting is waning, winning “Say on Pay” votes one year is no guarantee for the next); the evolution of the greater acceptability of activist candidate board slates (votes are becoming particularly sophisticated with case-by- case company issues), critical and potential changes to PCAOB audit matters (overhauling audit committee reports) all of which ultimately impact an audited company’s invested time and costs; how directors prepare for cyber risk (it should be a dashboard item soundly questioned and reviewed as other key risks); if the COSO framework (changing auditors not just partners) will ultimately rebound from Europe to the U.S.; board composition, leadership and tenure while many boards seek CEOs for director openings, but with less and less available for directorships, women must research companies that need their skills and be vocal in telling these firms (including private equity or family owned firms) they wish to serve and exactly how their skills will benefit the company.

FWA Leader Freddy Smith enjoys the dinner and program

The closing remarks to the audience focused on the fact that one should consider board service as “a service” and not a way to make money or build a reputation. Participants took away from the event a far greater respect and perspective on the “work” of board responsibility overall. Additionally, FWA Member Nicole Sandford commented, “Ladies, what a well done panel! Your board members were really exceptional. If anyone ever doubts that women can do an amazing job on boards, they should meet these leaders!,” while fellow FWA Member Diana Merenda said “I want to thank you for making me feel so welcome last night and for the brilliant session. Other than the Barbara Annis session, I thought this was the best session of my entire FWA experience to date (including my own events!).”

Special Thanks to the Directorships & Corporate Governance Committee as well as Co-Chairs Andrea (Andy) Esposito and Merrie Frankel.