The Role of Corporate Boards

Professional Networking Groups Discuss Best Practices for Board Governance

Corporate boards help shape the vision and efficiency of the corporations they serve. On Tuesday, April 2, 2019, two of Yeshiva University’s alumni networking groups, the Wall Street Group and Legal Professionals, co-presented “The Role of Corporate Boards,” a panel discussion that offered both best practices for how boards should work as well as advice about what to do when they are not working well.

Hosted and organized by Amanda Nussbaum ’95S of Proskauer LLP at the firm’s office at 11 Times Square, the panelists included David Tawil ’96SB (President, Maglan Capital), Peter Reali (Senior Director for Responsible Investing, Nuveen), Rachel Stern (Executive Vice President, FactSet) and Bruce Schanzer ’91YC, ’93C (CEO, Cedar Realty Trust). Bradley Scher ’82YC (Managing Member, Ocean Ridge Capital Advisors) moderated the discussion.

(l-r): David Tawil, Peter Reali, Rachel Stern, Bruce Schanzer, Bradley Scher and Lawrence Askowitz

Lawrence Askowitz ’87YC, co-chair of the Wall Street Committee, was extremely pleased with the evening’s line-up, which for him confirmed that “the professional networking groups, like the Wall Street Group and Legal Professionals, have established themselves as the destination for high-quality discussions on relevant business issues today.” But even more important was the fact that “events like these continue to build a warm and vibrant community of modern Orthodox people in finance who enjoy the ongoing education, the opportunity to network with great people and Yeshiva University itself.”

The following hour was a textbook primer about the elements that constitute an effective board. As Stern pointed out, it all must begin with a solid foundation of three core principles: duty of care (be prepared for meetings, know the company’s policies), duty of loyalty (no conflicts of interest that prevent carrying out responsibilities) and duty of good faith (doing more than is required by the letter of the law). “A court is more likely not going to question the actions of a board of directors,” she explained, “if the court feels sure that they’ve acted in good faith and exercised their duties of care and loyalty.”

For Tawil, “one of the things as a shareholder that gives you comfort is when your management team and your board have skin in the game—they own equity, there is an alignment of interests—and you can rest assured that they’re going to be doing what’s best for shareholders.” He also acknowledged that the realities often fall short of the ideal because it is a fact of life that “often people put themselves first and want to enrich themselves,” so, as a shareholder, “you have to pull as many levers as possible to make sure that the board members are acting in your best interest.”

What Schanzer valued most highly was having a mix of board members that not only can carry out their duties diligently but also provide what Schanzer called a kind of “friction” that can make him re-evaluate what he thinks is a settled decision. He recalled bringing on a new board member, saying to him that “I just want you challenge me from the moment you show up at the very first board meeting.” Schanzer did this because he believed that “a very effective board is a board that challenges the CEO on the issues and forces the CEO to be sharp on strategy and on decision-making but at the same time is supportive of the CEO.”

To get the kind of productive friction that Schanzer values, the panel agreed that management needs to put in place processes that refresh the board’s members on a schedule that balances historical memory with fresh perspectives. Crucial to that process of refreshment is “diversity,” which can apply to racial and gender classifications as well as to experience and opinion. As Reali stated, “The research shows that diverse boards make better decisions, and leadership needs to incorporate this fact into their search process.”

The Q&A session brought up topics about board compensation, the approaches that recruitment firms use in their search protocols and the absolute inclusion of the issue of cybersecurity in the list of concerns that come under the principle of “duty of care.”

In addition to the Wall Street Group and Legal Professionals, YU’s Office of Alumni Affairs is proud to host professional networking events and development opportunities for alumni and friends of YU through its Real Estate Professionals and Accounting & Wealth Management Network as well as the Non-Profit Professionals group, which is launching this spring. For more information on these groups and their events, please visit www.yuprofessionalnetworking.com.”