Why join the Corporate Governance Council?



this counsel is comprised of corporate secretaries and chief governance officers and secretaries to the board they are the most senior person in the company that reports to the board of directors on corporate governance matters the council has several areas of concern and focus challenges in the area of the board effectiveness of the company that is does the company have the correct composition and effectiveness of the board to take it to where it needs to be in three to five years a second area that we focus on is the area of shareholder engagement where the corporation must deal with its institutional investors in areas such as pay-for-performance proxy voting and so on the third area is the ability for the corporate secretary to communicate the long-term value of the corporation in a decidedly short-term trading and investment environment the most surprising thing I think for a new member it would be the variety of companies represented around the table from many different sectors many different experiences so that's baby provides a very rich tapestry if you like of of experiences and and different points of view I think what makes a Conference Board Council different from other peer networks is that on the one hand the agenda is really driven by the members of the council so it's dynamic it is responsive to those topics that are most important to the members the other aspect is the very confidential nature Chatham House Rules I know issues I discuss about things that we're dealing with in our company can be shared with the others and it stays within the walls at the conference board I will often be informed by experiences that I've taken away from the council and sometimes there's a novel sometimes there's a difference sometimes they are challenging but I think the challenge and having different approaches is good it sort of forces you to defend your position and the more I can do that the more value I think that I can bring back to the firm so to have this exchange amongst peers and also with our people who have had the same or similar problems and that I've might have had or discussing similar questions and also this feeling one is not alone and one does not have to breathe and the wheel every single time there's a unique characteristic that you don't experience or one wouldn't experience in other forums out there

Lifetime Achievement in Governance Award 2019: David Hillenbrand



I'd now like to invite Leroy ball president and CEO of copper's Holdings to present the final award of the evening right [Applause] [Applause] Thank You Susan congratulations to the board of ANSYS for your special honor tonight congratulations to all the awardees it's been great to be in the audience here and here in the audience here tonight and hear your stories as Susan said I'm Leroy Baum the president CEO of copper's I'm honored to be in front of you tonight to present this year's Award for lifetime achievement in governance now before I make my remarks I'd like to direct your attention to the video screens for a brief glimpse into the achievements of David Hillenbrand the recipient of this year's highest honor tonight David is being duly recognized for his long track record of corporate governance and leadership success I've been very fortunate to work with David on the board of directors of the helmet company for over a decade many of you at the event tonight have had a similar good fortune of working with David over the years but David's corporate career was his plan B in 1964 as the Beatles were storming through Europe and the United States they were competing for attention with David's band when I woke up this Mon as you might expect with their parents David's band focused on folk rock music that's a younger version of David on the far right the band had hoped to get a corporate sponsorship from Schweppes photonic water company when the deal fell through the band expressed their disappointment by naming the band the bitter lemons and while the Beatles sold records played to large crowds made movies and built a valuable international brand the bitter lemons rappy just to make enough money to cover their bar tab fortunately for all of us David put his music career on hold in 1967 to join the establishment and as they say the rest is history [Applause] David thank you for being so welcoming when I joined the board of directors of coppers in 2008 as the first woman and the first person of color in fact I learned what a corporate director should be by watching your example you were calm and knowledgeable you never felt the need to dominate for discussion David is a very detailed person when he was president he would walk around every day he got to know that museums in Oakland from top to bottom but he didn't just learn about the building he wanted to learn about what was happening and what was going on and how it could be improved in the building David is a good and respectful listener he's a strong quiet confident leader and he's usually the smartest person in the room but doesn't feel the need to tell you when it comes time to share his opinion he communicates clearly and decisively and in looking at his resume it was quite apparent that they had had the business skills having and having had a very successful career as president of Mayor Canada but the real question was for this role you needed to have something more you needed to have respect for the sciences and empathy for the Arts and the question was did David have that as we entered the interview process it became apparent that he absolutely did he was respected by employees by trustees by the boards and by the community it became very obvious after a while that David was the candidate because he understood the art of business as well as the business of arms while some may have misjudged his personality because of a stature and because his very serious a demeanor but that wasn't really David Hillenbrand you didn't know him if he didn't know that he had a small quiet little smile it would appear with his wry sense of humor and then there was also the showing of his very caring heart those people who got to know that know the real David Hillenbrand the last benefit for me personally was the ability to work with David during that tenure and become a friend and so to you my friend congratulations this is a well-deserved honor and I only wish I could be there to share it with you thank you David we wish you joy peace and help so I have the pleasure this evening of introducing the last awardee of the night I'll spare you his extensive biography which you can read at your leisure and tonight's program and instead take my few moments to tell you why I believe David Hillenbrand is more than deserving of connexx honor I first met David back when I joined coppers it's a CFO back in 2010 and he was already firmly entrenched as the company's independent chairman at that time I had to say how happy I am that my experience in getting to know David began in the internet era because for those of you might be wondering why if you ever have a conversation with David you can be sure there will be several of what I would call dictionary moments ok you know the moments when you're engaged in the conversation someone drops some words that leaves you scrambling to find a dictionary to figure out what the heck they just said David has a penchant for doing that so it would go something normally like this hey David how have things been well we roi the pernicious nature of the recent transmutation of the flagons has been knighted the vicissitudes of my shallow and I'd usually turn to my general counsel Steve Lacy and say I'm not sure David just insulted me or what but but when I could understand what David was saying his grasp of our product portfolio and our technology was certainly not a surprise given his technical background and experience in the chemical industry what I had no idea of what was his breadth of knowledge and his vocabulary across just about any subject matter I think the term Renaissance man was created for David he could hold court on any subject and do it in multiple languages which could also add to the fun of our interactions now while David had several passions which you saw from the video that extended outside of business the majority of my interaction occurred with him in the boardroom or on company related business but the best compliment I can pay to him is to say that he brought a level of humanity to our boardroom that you don't often get to see nowadays he and the rest of our board not only allowed me to care about our people but encouraged me to work with our people in a way that would demonstrate our care on a daily basis David realized better than anyone that our shareholders while important are not the only stakeholder that we should be focused on he was the voice of reason and even more importantly the picture of calm as our world at coppers appeared to be crumbling down around us in the latter part of 2014 through 2015 he had the courage to lead the efforts of steering our company in a new direction with a new CEO nonetheless at a critical juncture in our company's history it's easy to look back in hindsight and think about how logical it all seemed and that the choices that were that we made were easy at that time but having lived through it I can certainly and unequivocally tell you it was not David was always there to encourage me after the tough meetings to let me know where he and the board thought we were on the mark and where we needed to go back and do some more homework he rooted for my and my team's success which I know seems obvious but some people just have a better way of showing that than others David's one of those people with David there was never a doubt that it came from a place of purity no agendas no worrying about who was gonna get the spotlight or the credit it was just about what was best for coppers now while we already missed David on our board since his retirement last October his legacy lives on through our three new board members that he helped recruit and officially bring on just one month prior to his departure we were recently highlighted by the Pittsburgh Business Times for being the number one public company in Pittsburgh for gender diversity at the board level and that's in large part due to David's leadership [Applause] we were the inaugural recipient of this nacd's chapters public company board of the Year in 2017 the award that ANSYS was just awarded and we were a forum just yesterday that we were one of six national finalists for the 2019 NACD next Awards in the public small-cap category [Applause] now the next awards showcase breakthrough board practices that promote greater diversity and inclusion which ultimately foster long-term value creation David I'm proud to say that your legacy lives on at copper's and will continue to for a long long time so everyone let's please give a warm round of applause to my friend and this year's winner of the lifetime achievement award in governance the splendiferous and perspicacious mr. David Hillenbrand [Applause] well thank you very much Lee where I appreciate the kind words and the perspicacity that's behind them I also want to thank Amy and Susan Bailey and Kelly Jaco from NACD for making this such a memorable event I'm also delighted that my one of my two sons Stewart could make it today he's in the Secret Service Washington DC and as he knew and know a new candidate announces almost daily so they're running ragged in Washington and I was glad you could get away for a day I am obviously deeply and honored and indeed humbled by this award I'm humbled because I think everyone in this room knows that recognition of leadership is in fact recognition of all of those people with whom you have been privileged to serve and who contributed so mightily to one's individual success now I've served on numerous boards over by careers but I want to single out my board membership and the employees of the three boards on which I most recently served here in Pittsburgh the Carnegie museums of Pittsburgh the Hillman company and of course my colleagues on the board of directors of the Koppers company many of whom are with us this evening these boards have provided Weiss and considered counsel and decision-making that have been a hallmark of their respective organizations and company's success and their superb employees have executed strategies and operational plans with skill and professionalism the Koppers board where I was the only independent director when I first joined in 1998 has in my opinion set a standard for independence diversity respect for divergent opinions openness preparation tough decision-making collegiality education hard work and good governance all features of good governance on any board working closely with our talented president Leroy ball I believe we've contributed to the transformation of our company while representing the best interests of our shareholders in my almost 20 years on the board of koppers I've had ample opportunity to witness those qualities and directors which epitomize good governance and it has indeed been a privilege to have chaired this board and to have enjoyed the confidence and indeed friendship of these gifted colleagues they have demonstrated to me that a cardinal feature of good governance is indeed a commitment to service I'm reminded of the African proverb if you want to go fast go alone if you want to go far go together indeed this is another characteristic of good governance and I want to thank my coppers board colleagues and friends for joining me on this journey of course as we all know the art of leadership is giving not taking and I want to make just one brief observation in this regard successful companies are companies that understand the needs of all of their stakeholders their shareholders their employees their customers the environment and the communities in which they live and operate I've always believed in sharing my time with other community organizations would not only make me a better person but would allow me to give back some of the bountiful good fortune that I have enjoyed over my lifetime but more than that it is a responsibility that comes with good and leadership for indeed we are and should be inseparable from the world around us it may seem ironic that perhaps I would address comments to a roomful of corporate directors on community service and I know that many of you if not all are equally committed to this idea I mention it only to say that I believe my many years of serving on boards of not-for-profit community-based organizations have brought insights and sensitivities that have informed my corporate board participation in material ways they have helped my companies to make better decisions and to be better corporate citizens so let me conclude my remarks this evening by thanking obviously all of those who were involved with this achievement award but particularly all of my friends and colleagues and their many of them in this room this evening for joining me in this real celebration of leadership of all of those who've been honored on this stage this evening as I said at the outset I'm most honored but also humbled for indeed this award is a reflection of the efforts of many not one and I thank you [Applause] [Applause]