NETWORKS AND AFFILIATIONS:

CHAIRMEN'S FORUM

About the Chairmen’s Forum:

Founded on February 26, 2008, the Chairmen’s Forum is an organization comprised of non-executive chairmen of corporate boards whose companies are incorporated and stocks are traded on exchanges in the United States and Canada. Participants meet for the purpose of addressing steps that enhance the accountability of corporations to owners, discussing matters of common interest, promoting deeper understanding of independent board leadership practices and reaching out to the wider market on effective practices of board chairmanship. The Chairmen’s Forum intends to help create an international hub of national and regional forums of non-executive chairmen to encourage peer exchanges worldwide. Funding for the the Chairmen's Forum is provided by Spencer Stuart.

The founding Chairman is Harry Pearce, Non-Executive Chairman of MDU Resources Group, Inc.

Meeting of the Chairmen's Forum:

2008 Independent Board Leadership Forum
The first gathering of the Forum took place on October 7, 2008 to explore the characteristics of independent board leadership in the US, Britain and Canada. The findings of the October Forum, together with an analysis of history, successful practices and trends in the separation of the chairman and CEO, are documented in the policy briefing, Chairing the Board: The Case for Independent Leadership in Corporate North America, produced by the Millstein Center in conjunction with the Chairmen’s Forum.

Click here to download the full report.
Click here to view a list of the endorsers.

Summary Recommendations:
To accelerate board reform, the Chairmen’s Forum is issuing a call on all North American public companies to voluntarily adopt independent chairmanship as the default model of board leadership, upon succession to a combined CEO and chairman. A board could do so, for instance, through bylaw or charter amendments. If corporate directors choose to take a different course, either by combining the two posts or naming a non-independent chair, they should explain to their corporation’s shareowners why doing so represents a superior approach to optimizing long-term shareowner value.
To advance the spread of such practices, the Chairmen’s Forum will commit to undertake the following steps within the next three months:

• Secure endorsements from additional market institutions and individual leaders for the recommendations in this report;
• Track the take-up among North American listed companies of independent chairmanship; and
• Convene a Chairmen’s Forum roundtable in July 2009 to assess progress and, if appropriate, review additional steps that could further encourage adoption of the independent chair model. Policy options could include a call on the New York Stock Exchange and Nasdaq to adopt listing rules on the matter.

Please submit all comments and endorsements to Stephen Davis, Millstein Center Senior Fellow at stephen.m.davis@yale.edu.

HARRY PEARCE
Founding Chair of the Forum

Harry Pearce is Non-Executive Chairman of MDU Resources Group, Inc. and founding chair of the Forum.

“The Chairmen’s Forum will help anchor the model of independent board leadership in real time experience and performance,” said Pearce. “The time is right for the growing number of those actually doing the job to build knowledge on how independent leadership can best work.”

RESOURCES ON CHAIRMANSHIP

Prevalence of Board Leadership Structures – August 1, 2009 vs. Dec. 31, 2008-provided by RiskMetrics Group

UPCOMING
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