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Voice of the Director

The �rst sentence of NACD’s mission statement is: “NACD advances exemplary board leadership – for directors, by directors.” This captures your chapter leadership’s unrelenting pursuit to create the best peer-to-peer experiences possible. From our chapter-wide programs to our industry and board committee roundtables to our special events, we are committed to creating environments where directors share with and learn from each other.

Subject matter experts that are not directors can be important sources of information. Accounting, advisory, consulting and law �rms all provide wonderful data, insights and venues for directors to consider, consume and attend but we know that directors cherish the wisdom and perspectives garnered through real-life boardroom experience. It is the way we, as corporate directors, build our skills and knowledge base.

It would be easy to spend all day consuming white papers, research reports, and studies. That is useful but insu�cient. The next time you receive one of our invitations to an event, program or roundtable consider the unique peer-to-peer experience you will be missing if you don’t attend.

Nationally, NACD has now surpassed 16,000 members, which means that 16,000 corporate directors are committed to improvement though education, collaboration and

participation. The last sentence of NACD’s mission statement captures our commitment to YOU, the corporate director: “Our entire organization is focused on meeting the needs of board members, and supporting directors to perform more e�ectively and e�ciently.” We do this better when we are together... “for directors, by directors.”

As we return from summer, we are looking forward to another year of programs that cover a variety of the most challenging issues facing directors. In early July, your chapter board held its annual retreat, and programming for the 2015-2016 year was a primary area of focus. While our Programs Chair Hoshi Printer is leading the e�ort to �ll our programming calendar completely, we already have a number of events scheduled, several of which are in

collaboration with partner organizations such as the University of Southern California (USC) and the National Investor Relations Institute (NIRI):

October 5, 2015: 2016 Executive Compensation lunch at the California Club

October 8, 2015: Kick-off event for the new USC Family Business Program (breakfast through mid-afternoon at The Jonathan Club)

October 16, 2015: Global Economy, Cyber Security and Investment Implications, Camarillo

November 12, 2015: USC Corporate Directors Forum (full day event at the California Club)

February 16, 2016: Chair’s Spotlight Lunch with Maggie Wilderotter, Chair of Frontier Communications’ Board

A number of additional programs are in the planning stages, including events that are targeted for San Diego and Las Vegas. Current information on upcoming programs is always available at our website, www.southerncalifornia.nacdonline.org.

We look forward to seeing you at one or more of our upcoming programs!

September 2015 • Vol. 5

http://southerncalifornia.nacdonline.org

Message From The President

Chairman’s Corner

David L. RosenblumChapter President

M. Christian MitchellChapter Chairman

southerncalifornia.nacdonline.org

Message From The President ...................................................................1Chairman’s Corner ........................................................................................1Upcoming Events .........................................................................................2NACD Directorship 2020 with Fay Feeney...........................................2Members in the News .................................................................................4Recent Events ................................................................................................5Welcome New Full Board Members.......................................................7Newsworthy Members and Sponsors ...................................................8Sponsor Highlights ................................................................................... 11

Inside This Edition

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Voice of the Director

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Voice of the Director

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Big congratulations to Rafael Pastor who recently was appointed as Board Member of our Southern California Chapter, The National Association of Corporate Directors.

As a risk professional, I like to think about how board members can assist management with navigating various issues. The issue on my mind when speaking with Rafael was the upcoming NACD Blue Ribbon Commission focus on the board’s role in driving long-term value creation.

Rafael provides a thoughtful interview on sources of board member insights and how to apply and help CEOs be more e�ective in a rapidly changing landscape. I know you’ll appreciate his wisdom in driving long-term value creation as a Director, CEO and investor.

Fay Feeney: Why does serving on boards, and now on the NACD So Cal board, interest you?

Rafael Pastor: I’ve been fortunate to do a variety of things professionally. Serving on boards is the culmination of everything I’ve done before. Now I’m in a position where I can combine and apply what I’ve seen and done in di�erent corporate roles and settings. Sharing that so-called “wisdom” can be gratifying and valuable. Very importantly, I’m also learning a lot. Every board you join and every group of people you associate with is a new learning experience.

Serving on boards also gives me the opportunity to help bring harmony to corporate deliberations around the three pillars of every company: strategy, execution, and culture. Not everybody would agree, or automatically say, that there are three pillars; often what you would hear are two: strategy and execution. I believe it’s equally important to focus on culture. To harmonize those three is becoming increasingly di�cult. Board members with relevant experience and perspective can bring real value – in helping to establish that harmony for the managementteam, for the board, for the shareholders, for the employees andfor all of those who are a�ected by the company, including its

customers and the society in which it functions.

Serving on a board is also a form of expression, like painting on a canvas with all the experiences and impressions you’ve accumulated in your career. That’s an enticement for me as it probably is for many others who join boards.

Fay Feeney: You mentioned this being the culmination of all the things you’ve done before. How does your career experience apply?

Rafael Pastor: I’m a good example, but hardly the only example, of what I would call a non-linear career. Some people call it a spiral career. Most people have a career like a step ladder. You go to a good school and get good grades; then you get into a good higher education school and get good grades; then you get a job, then a promotion, then another promotion; and you continue moving up the ladder vertically in one industry or profession. This is certainly the case for many people. And it’s great; there’s nothing wrong with it.

Then there are people like me who have a spiral – horizontally upward – career. You’re always moving upward, but you’re moving to the left a little and to the right a little. In my case, I started as an attorney and then I was fortunate and got to do what I really wanted. I became a top executive at some of the major media and entertainment companies and also did a lot of work internationally. Then I co-founded an investment banking �rm, and following that I ran the world’s largest for-pro�t CEOmembership company.

In the course of my career, I served on, or participated in the deliberations of, boards as a Chairman, member, CEO, investment banker, and attorney. Now I have the opportunity to apply what I’ve learned from various walks of life and dealing with many di�erent people in the context of the board room. As I see it, my role and responsibility is to be a trusted advisor to the management team and the other board members as we all try to �gure out the wisest paths forward.

Fay Feeney: Rafael, your work as a CEO and with CEOs makes you uniquely quali�ed to understand the dynamic relationship between the board and the CEO. What, in your opinion, can board members do to enhance their relationship with management for everyone’s bene�t?

NACD Directorship 2020 with Fay Feeney

Upcoming EventsOctober 5, 2015: 2016 Executive Compensation, Los Angeles

October 8, 2015: USC Family Business Forum, Los Angeles

October 16, 2015: Global Economy, Cyber Security and Investment Implications, Camarillo

November 12, 2015: USC Corporate Directors Forum, Los Angeles

February 16, 2016: Alliance luncheon event with National Investor Relations Institute (NIRI) – Chairman Spotlight with Maggie Wilderotter (Frontier Communications), Los Angeles

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Fay Feeney

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Rafael Pastor: To think longer term and sometimes to make the case that the longer term vision is worth the short- term sacri�ce. Similarly, what board members today need to do is help think about both the disruptive threats to and the social responsibility of their company in a way that sometimes management doesn’t have time to do or believes it can’t a�ord to do. Regarding potential disruptive threats, boards should ask about and

anticipate what’s around the corner that may not yet be visible. Companies cannot simply rely on current customer satisfaction or growth or pro�tability. Boards should insistently probe to make sure that whatever is currently successful is sustainable in a world where technology and globalization are constants that can present new competitive business models that can rip out the very foundations of incumbent businesses. As for social responsibility, it’s being – and will continue to be – increasingly scrutinized. Companies are being held accountable for it, not only by their customers and the media but also by their employees, especially millennials. Today, young people want to know the purposefulness of the company they work for or are considering working for, including the company’s social responsibility policies and practices. Where appropriate, boards can help the management team to de�ne and articulate these important values.

Fay Feeney: Keeping in mind harmonizing the three pillars: strategy, execution, and culture, what do you see as the greatest issues for most companies?

Rafael Pastor: Boards and management are facing the escalating challenges of both shareholder activism and income disparity. Both of these are driven by perceived corporate entrenchment. The shareholder activists, ostensibly on behalf of shareholders (I say ostensibly because they also often have their own self- interests), question management and board-approved decisions for alleged wrong priorities, misguided strategies, faulty execution, and so forth. The income disparity challengers, ostensibly on behalf of employees (I say ostensibly because they are often concerned with ideology more than corporate welfare), question the disparity between executive and rank-and-�le compensation and bene�ts. What they both have in common is that their prohibitions and prescriptions are usually less visible and clear than government regulations, which companies are also increasingly subjected to.

Consequently, boards now have a responsibility to anticipate, understand and address these challenges in a thoughtful and thorough way.

Fay Feeney: How can board members help traverse such issues?

Rafael Pastor: Di�erent boards react in di�erent ways but there are a couple fundamental things that board members can do, and are doing.

First of all, they’re obviously paying more attention to these onslaughts. In the past these things were often thought of as nuisances, on the fringes where they could be isolated and marginalized. Now, these issues, both the shareholder activists and the income disparity challengers, are front and center for boards.

Hence, boards are becoming more proactive in anticipating and addressing these issues. They’re engaging in more self-examination as a board and with the management team. Also, they are (at least the best of them) engaging in constructive outreach and dialogue with their potential adversaries. Sometimes they actually call them in and ask “what’s on your mind” before an issue blows up.

Fay Feeney: Is this the best way for board members to take responsibility? What else can they do?

Rafael Pastor: One thing I think boards need to become better at is in communicating and justifying the why of what they and the company do. An important factor that sometimes gets lost in corporate discussions and communications is the “why.” There’s a lot of attention paid to the “what” and the “how” and the “when.” Obviously, this is essential and unavoidable. But the why – why have we decided to do or not to do something that we may be challenged about needs to be candidly, concisely and compellingly explained.

I think boards are getting better at this, but it still doesn’t happen to the degree that it should. Essentially, what’s really happening (if you want to put the shareholder activists and the income disparity challengers in the best light) is a movement for democratization relating to corporate governance and board oversight. And that’s probably here to stay.

As in any real democracy, we have to be more transparent, more mindful of all our constituencies, and more communicative about why we make our choices and decisions.

Thanks and welcome to Rafael Pastor, NACD So Cal’s newest board member. We’ll look forward to you helping us create long term value for the director community.

Directorship 2020 (cont.)

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Rafael Pastor

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Joan E. Herman AARP Services, Inc.

Larraine SegilThe Sable Accelerator

Kenneth A. Merchant ACT Holdings, Inc.

Larry Taylor iClair, Inc.

Members in the News - New Board Appointments

southerncalifornia.nacdonline.org

We congratulate and celebrate these wonderful achievements by our peers: NACD Directorship magazine each year identifies the most influential people in the boardroom community, including directors, corporate governance experts, journalists, regulators, and advisors. Promoting continued economic growth remains a priority for policy makers and directors alike. Therefore, our NACD Directorship 100 recognizes those who participate in actual board work who influence how that work is done.

Honorees and award winners will be celebrated at the NACD Directorship 100 Gala in New York City on December 2, 2015.

NACD B. Kenneth West Lifetime Achievement Award

NACD Directorship 100: Hall of Fame

NACD Directorship 100: Directors

Leslie Stone Heisz Ingram Micro Towers Watson

Francesca Ruiz de Luzuriaga O�ce Depot

Ronald D. Sugar Air Lease Amgen Apple Chevron

Michael D. White DIRECTV Whirlpool

NACD Directorship 100: Governance Professionals and Institutions

Dayna Harris Vice President Farient Advisors

NACD Directorship 100: Award Winners and Honorees in Southern California

Bonnie G. Hill Director, California Water Service Group Director, YUM! Brands

Ralph V. WhitworthPrincipal, Relational Investors former Chair, Hewlett-Packard

Got an idea for an NACD So Cal Chapter Event?Submit your ideas for

programming toadmin@nacdsocal.org

Membership Bene�tsNACD membership comes with access to bene�ts that arm members with the resources to make informed decisions at the Board level.

Click to see full list of bene�tsClick to join!

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“Revenue Recognition Changes: Impacts Beyond Financial Statements” What Directors Need to Know – February 24, 2015

NACD Southern California hosted a breakfast program at The California Club on Tuesday, February 24. There were 35 members and guests in attendance to participate in the panel discussion focused on the topic of “Revenue Recognition Changes: Impacts Beyond Financial Statements - What Directors Need to Know”.

The panel comprised of moderator, Joan Herman (board member of Convergys and HealthSouth), Bala Iyer (board member of several companies including QLogic and Power Integrations), and Dorian Redding (Partner with EY Advisory Services). The panel discussed the implications of the new mandated process of revenue recognition by public companies, e�ective in 2017.

Key Takeaways:• Revenue to be recognized when customer has control of the asset.

Change is industry-speci�c and will a�ect most sectors including pharma, software, retail, real estate, and others.

• Change re�ects move towards more principles-based than rules-based and brings US GAAP closer to IFRS. During the transition period, be prepared for intra and inter-company pressures as each group has its own ideas on “principles”.

• Every contract needs to be examined for performance obligations, transaction price and ability to recognize revenue when each performance obligation is satis�ed. (Excludes leasing, insurance, and �nancial instruments contracts).

• Audit Committee needs to understand from the company: • E�ects on processes and �nancial reporting - request a pro forma

under new revenue recognition rules. • Financial sta� preparation for the change and whether it has

su�cient resources. Companies that have started to work on the change �nd that examination and revenue impact by each contract is both painful and time-consuming.

• How external auditors are involved in the implementation. • Compensation Committee to understand the impact on executive

bonus compensation, in particular, and the commissions plans in general.

• Board should request company’s plans for: • Changes in contract terms and conditions going forward

immediately, to re�ect new policies and properly record revenue. • Communicate with stakeholders (especially the investment

community) to prepare them for the change.

Recent Events

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Pictured (from left to right): Dorian Redding, Joan Herman, Bala Iyer, Hoshi Printer (NACD So Cal Chair of Programs Committee)

“Disrupted or Disruptor: Which one is your Company? – March 18, 2015

NACD Southern California hosted a lunch program at The Paci�c Club on Wednesday, March 18. There were 42 members and guests in attendance at this sold out event to participate in the panel discussion focused on the topic of “Disrupted or Disruptor – Which one is your Company?” The Audit Committee Roundtable of Orange County (ACROOC) was a joint host of this program. The panel consisted of three outstanding experts: Bob Zukis (Senior Director at Genband, a 30 year retired PwC veteran and NACD So Cal board member), Martin Giles (formerly the US Technology correspondent for The Economist and recently appointed partner at Wing, a VC �rm in the Valley), and Sean Middleton (Founder and COO of Cognizant’s Emerging Business Accelerator). Bob Zukis moderated the panel and engaged the audience throughout the 90 minute session.

Key Takeaways: • Stage setting by the three panelists using Gartner’s Hype Curve

indicating where the various technologies are on the spectrum. For board members, there were a couple of mnemonics to focus on the most disruptive technologies -- “DMC” [Data, Mobile, Cloud] or “SMAC” [Social, Mobile, Analytics, Cloud].

• Barriers are getting very low for disruptors, although scaling still remains a formidable task, e.g. Uber and Airbnb.

• Disruption is being driven by technology in�uenced changes in demand (will markets want your products or services?) and by technology disruptions (can you produce and deliver a product or service with new technologies that the markets want?).

• IT is no longer there to just support the business, it is becoming integral to the business proposition and how it is delivered.

• Big di�erence between “privacy” and “security.” Customers want an opportunity to take back their own data. Establish relationship with customers so the company knows where they are and can send them tailored messages.

• Board members can oversee the various technologies proposed by management and to recommend those that management has not suggested: • Make a series of small bets to reduce the cost of failure. • Watch for “pirates” within the Company who are not being listened

to. They are the disruptors and they will jump ship quickly if not listened to.

• About 15% of technology spending is for new technologies, the rest is to “keep the lights on.” It takes several years (3 to 5) for technology investments to start paying o�.

• Speci�c ideas for board members to ensure their company is on top of technologies that a�ect them: • Be very supportive of “intrapreneurs” by having board members

talk to the disruptors. • Couple of board members need to be disruptors themselves. • Periodically have board meetings in Silicon Valley and arrange to

have meetings with young companies that could be disruptors. • The single biggest disruptive factor mentioned by each of the three

panelists were: • Sensors in both hardware and software, because sensors both

gather and transmit data. • Analytics - making sense of the massive amounts of data, with not

enough scientists to cope with the analysis. • Permanent shift in power from companies to consumers.

Pictured (from left to right): Dean Yoost (ACROOC Chairman/NACD So Cal Board Member, Martin Giles, Sean Middleton, Bob Zukis, Hoshi Printer (NACD So Cal Chair of Programs Committee)

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“Cyber-Security Action Primer for Board Members, Without the Eye Rolling” – April 16, 2015

NACD Southern California hosted a lunch program at The California Club on Thursday, April 16. There were 40 members and guests in attendance at this informative event to participate in the discussion focused on Cyber Security. Dr. Richard Schroth and Mr. Chris Mitchell were the two speakers. Dr. Schroth is a Board Fellow and faculty member of NACD, and currently consults with boards (not management) on cyber issues. Mr. Mitchell is a board member and advisor to nine companies and the Chairman of NACD Southern California Chapter. The 90 minute discussion was punctuated with many questions from the audience. The framework for the conversation was the Five Principles outlined in the NACD Handbook on Cyber-Risk Oversight. The messages for each of the principles were conveyed through relevant real-live examples and intensive Q&A. Key Takeaways: • Cyber is now the fifth theater of war - besides land, sea, air, and

space - and there is an offensive component that may be emerging in some companies.

• Make sure that policies are in place regarding cyber escalation and use of resources that fall outside the norms of containment and mitigation.

• Private Equity firms have a great interest in cyber cleanliness before having companies in their portfolios. Valuation Protection is more important than mere compliance.

• Digital due diligence and digital asset management are increasingly critical components of M&A transactions.

• Companies need to protect digital assets not just inside the firewall

but also outside the firewall to include social media and CIO/CISO should acknowledge their expanded roles.

The five NACD principles for board members are as follows: 1. Cybersecurity is an enterprise-wide risk management issue, not just

an IT issue. 2. Understand legal implications of cyber risks specific to the

company. 3. Have adequate access to cyber expertise and provide enough time

on board agenda. 4. Management must establish framework with adequate staffing

& budget. 5. Identify cyber risks to avoid, accept, mitigate, or transfer.

Recent Events (cont.)

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Pictured (from left to right): Chris Mitchell (NACD So Cal Chairman), Richard Schroth, Hoshi Printer (NACD So Cal Chair of Programs Committee), Ken Cleveland, NACD So Cal Board Member and Event Producer

“A Price Worth Paying?” – May 18, 2015

NACD Southern California hosted a breakfast program at The California Club on Monday, May 18. There were 35 members and guests in attendance at this unique event, which included time for networking and peer-to-peer exchange. The theme of the meeting was an interactive workshop discussion of a provocative film centered on critical board and ethical issues titled “A Price Worth Paying?” This 90-minute program was led by David Kistenbroker of Dechert LLP and Professor Ken Merchant of USC Marshall School of Business. Mr. Kistenbroker’s firm created the video case study based on real life examples. Professor Merchant currently teaches the Ethics class (among others) in the Accounting department of the Marshall School. The film was shown in three parts, with vibrant discussion between the speakers and audience occurring after each segment. Key Issues Discussed: • New CEO compensation and incentive packages. • Aggressive moves by the new CEO in hiring and in acquisition. • The stacking of board votes by the non-executive Chairman. • Failure to perform due diligence, brushing over key signals that

would indicate further review.

• Muffling dissenting voices within the company, dismissing the message of a whistleblower as a disgruntled employee.

• Not providing enough support to the General Counsel and Internal Audit function to perform their task.

Pictured (from left to right): Ken Merchant, David Rosenblum, (NACD So Cal President), David Kistenbroker, Hoshi Printer (NACD So Cal Chair of Programs Committee)

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Welcome New Full Board MembersWe would like to welcome our newest NACD So Cal members:

southerncalifornia.nacdonline.org7

CalOptima is a county organized health system that administers health insurance programs for low-income children, adults, seniors and people with disabilities in Orange County. https://www.caloptima.org

Quality Systems, Inc. (NASDAQ: QSI) and its NextGen Healthcare subsidiary develop and market computer-based practice management and electronic health records (EHR) solutions as well as revenue cycle management applications and connectivity services for medical and dental group practices and hospitals throughout the U.S. http://www.qsii.com

The San Manuel Band of Mission Indians is a federally recognized American Indian tribe located near the city of Highland, Calif. San Manuel is one of several clans of Serrano Indians, who are the indigenous people of the San Bernardino highlands, passes, valleys and mountains who share a common language and culture. The San Manuel reservation was established in 1891 and recognized as a sovereign nation with the right of self-government. Since time immemorial, the San Manuel tribal community has endured change and hardship. Amidst these challenges the tribe continued to maintain its unique form of governance. Like other governments it seeks to provide a better quality of life for its citizens by building infrastructure, maintaining civil services and promoting social, economic and cultural development. Today San Manuel tribal government oversees many governmental units including the departments of fire, public safety, education and environment. http://www.sanmanuel-nsn.gov

Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management solutions to the global aerospace industry and other industrial market segments. https://www.wescoair.com

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Thank you for attending our events

“Board Oversight of Third Party Risk Management” by Dean YoostClick here to read the full article.

“Practical Advice on Board-Shareholder Engagement” by Moira Conlon, President of Financial ProfilesClick Here to read the full article.

“Audit Committee Excellence Series – Achieving excellence: Role, composition and performance” by PwCClick here to read the full article.

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Newsworthy Members and Sponsors

“Directors who choose to enhance their skills and acumen by becoming NACD Fellows demonstrate to company management, shareholders, and their peers a desire to perform their fiduciary duties to the best of their abilities.” —Ken Daly, NACD Chief Executive

*So Cal Chapter Leaders Click Here to learn more about becoming an NACD Governance Fellow

BOARD LEADERSHIP FELLOWS Kenneth Berns Martin Casey

Kenneth Cleveland* J. Michal Conaway

Molly Coye James Eats

Rudolph Estrada Fay Feeney* James Gauss N. Scott Gillis

Sara Grootwassink Lewis Veronica Hagen

Steve Hansen Joan Herman*

Bonnie Hill Brian Jones

Edward Merino* M. Christian Mitchell*

Brenda Morris Raymond Pacini

Hoshi Printer* Alfred Osborne

Stephen Rizzone Larraine Segil*

Mark Siegel Jon Slangerup

Mohan Tavorath Jack Taylor

Larry Taylor* Edward Watson

GOVERNANCE FELLOWSRené Alicea

Jamie BarronLatisha Casas

Jackie CharnleyMary CurranDavid DrabikVince Duro

James EswardsBradley Feldmann

Jeff GohLarry HernandezRandall Herrell

Kim HunterSteven James

Genevieve KellyMarvin KropkeHernan Lopez

David ManzanoGlenda Martinez

Walter MoedeRhonda Ozanian Kristina Peterson

Ken RamierzDarlyn Regan

Duleep Rodrigo Robert Rollo*

David Rosenblum*Mark Schulein

Erin SelleckJay Thomas

Lynn Valbuena Shane Whiteside

Dean Yoost*

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Member Achievements:

Sponsor HighlightsWelcome new sponsors

Interested in Becoming a Sponsor?

Thank you for your continued support

We appreciate the support and generosity of our sponsors, who help make our programs possible. We try to thank our sponsors in return by highlighting them in the event invitation and introducing them at the event.

If you are interested in sponsoring an upcoming NACD So Cal chapter event, please contact Anne Ettley, chapteradministrator at anne@nacdsocal.org.

Questions and comments about the Newsletter? Contact Moira Conlon, Financial Pro�les, Inc., mconlon@�npro�les.com, 310 478 2701

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