Five Ways to Check Your Nom-Gov Committee

November 24, 2014

AgendaWeek asked Karen Kane to provide analysis about how Nomination and Governance Committees should assess their strength in their “Five Questions” feature in the November 24th issue.  Activist investors are increasingly focusing on board composition as a target for board effectiveness.  Karen Kane identifies five questions directors should ask when reviewing the effectiveness of their nomination and governance committees.

Making Board Meetings More Useful

June 2, 2014

In an opinion article for Agenda, Karen Kane advises boards to better utilize committees to handle complex responsibilities for succession planning.  “The need for a new governance approach is reinforced by how the bandwidth of board members is increasingly taken up by risk oversight duties.” She reminds directors that the format of the board meeting is at the directors’ discretion and offers some helpful suggestions.  Read the full story. 

Becoming a Director Is a Career Choice

Spring 2014

In an article for Briefings, Karen Kane interviews Maggie Wilderotter, C. Kim Goodwin and Blythe McGarvie about their quest to become directors, the important role directors play in the corporate world, what they bring to the table and how they achieved their first board.

See the full article

Karen Kane Consulting Certified as a Women Business Enterprise

February 17, 2014

Karen Kane Consulting, a business specializing in strategic communication and corporate governance, received national certification as a Women’s Business Enterprise by the Women’s Business Development Center, a regional certifying partner of the Women’s Business Enterprise National Council (WBENC).

 WBENC’s national standard of certification implemented by the WBDCis a meticulous process including an in-depth review of the business and site inspection. Thecertification process is designed to confirm the business is at least 51% owned, operated and controlled by a woman or women.

By including women-owned businesses among their vendors, corporations, and government agencies demonstrate their commitment to fostering diversity and the continued development of their supplier/vendor diversity programs.

Karen Kane Says Chairman Need ‘Emotional Intelligence’

February 7, 2014

Karen Kane was among the governance experts interviewed about the qualities that make an effective board chairman for Ralph Ward’s Boardroom Insider.  In addition to the business acumen and experience that makes an individual a qualified director, the chairman and the CEO need to have  a relationship of mutual respect and clear roles. She cited the way Jack Krol and Ed Breen worked together to save Tyco as Chairman and CEO of the company that was nearly destroyed by the activities of former CEO Dennis Kozlowski.

What Activist Investors Are Telling Investors

December 13, 2013

Activists are changing the boardroom and the world of the director,” says Karen Kane in her guest blog at The Podium.  “By attracting record numbers of investors and delivering returns, activist investors are bringing about a boardroom transformation and what it means to be a director.”

Read full blog here:

Compensation Challenges Continue for Boards

October 9, 2013

Karen Kane together with Charles Elson and Craig Ferrere of the University of Delaware’s John L. Weinberg Center for Corporate Governance and Don Nemerov of Grant Thornton discussed developments in compensation at a highly interactive forum with 15 independent directors.

Elson and Ferrere discussed their study of peer group, compensation expert Nemerov talked about his firm’s research on the capital market impacts on equity-based compensation.  Given my specialty in board-shareholder communication, I offered advice on developing a plan and training the board for shareholder interactions.

Most unique about the session was the dynamic discussion among the panelists and the 15 independent directors from as many different corporate boards.

Read the blog at The Podium.

Karen Kane Answers Directors’ Questions About the Motives of Activist Investors in Agenda

September 23, 2013

“Boards have a growing need to assess their vulnerability to activist investors,” Karen Kane says in the article.  She emphasizes that directors need to develop an understanding of the importance of engaging with shareholders in discussing how the governance process works and how such dialogue can result in new ideas for the company.

Richard Koppes, the other “industry expert” quoted in the article, notes that sometimes the board’s existing law firm or proxy solicitor may not be the best fit for the situation since they get paid to fight and fighting may not be the best option. “Directors can be better off hiring a fresher set of eyes to review the matter” and points to the rise of boutiques that specialize in such matters. Read the article here.

Smart CEOs Have a Role in Good Governance

August 27, 2013

As a guest op-ed contributor to The Podium for Corporate Board Magazine, Karen Kane describes how “Smart CEOs Aren’t Sitting Out Governance”–but are taking steps to promote  governance in their organizations.  Read the full article here.

Directorship 2020 Sets an Expectation for Greater Board-Shareholder Engagement

July  2013

After participating in NACD’s Directorship 2020, Karen Kane discusses the importance of board-shareholder communication in her blog for Directorship online. Read the article here.

Co-author Karen Kane Discusses Board Composition in “How to Fill the Gaps” in Briefings on Talent & Leadership

Summer 2013

Karen Kane and Joe Griesedieck examine the importance of board composition and how the right talent is increasingly important as companies face transitions, transformations and increasingly challenging environments. Read the full story here.

Directors & Boards Magazine Alerts Readers to the Re-Branding of Karen Kane Consulting to Board Performance Specialists

March 2013

Karen Kane, a Chicago-based consultant to CEOs and boards on a wide variety of shareholder engagement and corporate governance issues, has rebranded her firm’s website Board Performance Specialists. She has written extensively, including for Directors & Boards, on the topic of leadership responsibility and good governance, and she offers services in board evaluations, shareholder engagement plans, executive compensation communication analysis, and other governance consulting.

Karen Kane Served as Panelist for the 2012 SEC Institute Executive Compensation Disclosure Forum “How Say-on-Pay Changed Everything”

December 19, 2012

“Compensation is a window on board competency,” said shareholder engagement strategist Karen Kane. “Say-on-pay legitimizes shareholder scrutiny of the boards of directors and its competency in providing oversight.”

For more information, read the blog.

Chairman’s Pointers for Communicating with the CEO

agenda week november 12, 2012

Clearly the relationship between the independent board chair and the CEO is a critical relationship.  When an independent director asked AgendWeek for advice, Karen Kane was one of the experts they called.

“The chair should have a bias toward open, clear and consistent communication with the CEO,” Kane advised.  She also recognized the nature of the relationship as strengthening over time.

Read full article here.

Karen Kane Moderates NACD Panel on Shareholder Engagement

November 8, 2012

“Can We Talk?” was the title of the NACD Chicago Chapter program on shareholder engagement. Karen Kane opened the session describing shareholder communication as the tenth of the NACD’s Key Agreed Principles.  “Keep in mind, activist investors are here to stay.  They become unhappy with company performance and don’t want to sell their shares.  They want directors to help the companies become more successful.”
Kane led the discussion among panelists Peggy Foran, Chief Governance Officer and VP and Corporate Secretary of Prudential Financial and Director of Occidental Petroleum; Rakhi Kumar, VP, Corporate Governance, State Street Global and Neil Novich, Director of Analog Devices, WW Grainger and retired Chairman and CEO of Ryerson Steel.
See program.

An Open Memo to Avon CEO Sheri Mccoy
Develop a successor, and encourage board service

agenda week may 7, 2012

How can Sheri McCoy restore the company’s strength and ensure its continuity as a viable business?  Develop a viable succession plan now and enlist the board, writes Karen Kane in her opinion article. Click to read full article.

How Boards Develop CEO Talent

The Corporate Board Magazine
January/February 2012

In her article in The Corporate Board magazine, Karen Kane discusses the heavier time demands of both top executives and directors, making it less and less likely new CEOs will gain outside board seasoning. The result: CEOs with limited knowledge of how boards work, less exposure to peers, and lagging boardroom diversity. What if your company instead made exposure to outside boards a basic element of your top executive succession planning? Read article.

CEO Succession Value and Best Practices
August 18, 2011

During the webinar in which Yvonne Chen and Matt Turner of Pearl Meyer & Partners highlighted the need for solid CEO succession and compensation plans, a participant asked if there was any data on the success of internally developed CEOs versus those brought in from the outside. posted a summary of an article by Karen Kane and Fred G. Steingraber that outlined the findings of the Kelley School of Business of Indiana University study that examined the most successful companies of the S&P 500 during a 20-year period. The posting invites directors to contact the author directly for a copy of the article that identified a group of 36 S&P 500 non-financial companies, that was distinguished by consistent, superior leaders outperforming the remaining S&P 500 firms in seven measurable metrics.

CEO Succession: Build a Strong Internal Process

Corporate Board Magazine
July/August 2011

By Fred G. Steingraber, Karen Kane, Richard Magjuka and  Chip Snively

The status quo in cororate America has been for the board to take a hands-off approach to CEO succession planning and development. Then, when the inside process fails, rush to hire a new outsider.  This article documents what wise directors have always suspected–the best boards make leadership succession a priority and well-nurtured CEOs deliver the strongest results. Read article »

Making Boards Better

Briefings on Talent & Leadership
3Q, 2011

In her article in the current issue of Briefings on Talent & Leadership, Karen Kane writes that good governance requires board leadership and discipline. The CEO-chairman holds the levers of power. “He can give the board the budget and the independence to create a small but powerful work group of dedicated advisers to help him to think through the many challenges of running a complex global business…In the face of global competition, complex issues and interdependencies, the idea of bringing together a group of leaders who can focus their intelligence and collective experience on expanding his capabilities might actually make sense.” Read article »

Apple Proposal Shows Shareholder Power

March 14, 2011

Interviewed by Amanda Gerut for her lead story in the March 14, 2011 issue of AgendaWeek, Karen Kane noted that the Laborers’ International Union of North America (Liuna) proposal represents the beginning of a pattern of shareholder engagement on succession that could further unfold during this proxy season. “It’s a sea change for directors,” she says. “The whole idea of shareholder engagement is a new idea for many of them.” Karen Kane Consulting prepares boards for constructive engagement with shareholders.

Boards Review Resignation Policies

January 18, 2011

Karen Kane is among the governance experts interviewed in Agenda Week about board resignation policies.  Karen notes the importance of annual board evaluations. Some boards like Piedmont Natural Gas have very specific policies about what actions should prompt a director resignation. A board discussion about the policy is a crucial first step.  Read Boards Review Resignation Policies ».

“What Boards Need to Do to Preserve Their Relevance and Provide Value in the World of the New Normal”

Corporate Finance Review
July August 2010

By Karen Kane and Fred Steingraber

In their cover story for Corporate Finance Review, the authors investigate the causes of board dysfunction and illustrate ways for corporate boards to reclaim their reputation. To regain the trust of shareholders and regulators, boards will have to reestablish their governance authority. It requires a culture change, including an acknowledgement of the role of shareholders in the governance process and a recommitment to excellence.  Directors will be required to reexamine and even revise board committees and committee work. This will require new skills and qualifications as well as more time and effort to understand the companies they serve, to provide effective oversight in representing the interests of shareholders, and to hold management accountable. Read article »

“Boards Need to Regain High Ground and Preserve Relevance”

Directorship Magazine
June/July 2010

In their column, The Director’s Chair, Karen Kane and Fred G. Steingraber describe the substantive changes boards need to make to regain the trust needed to re-establish their governance authority. This fundamental shift in the breadth and focus of board work will bring boards back to the proper oversight of management and focus on leadership development, corporate strategy corporate performance and risk enterprise which will also strengthening the enterprise itself. Download copy of column “From the Director’s Chair” »

“Who Speaks for the Board?”

Directors & Boards
2Q, 2010

Karen Kane’s describes the importance of board communication in the Second Quarter issue of Directors & Boards magazine. In her article, “Communicating by Proxy Is No Longer Enough” she concurs with a number of others that Jim Kristie recruited to opine on the issue including Robert Dilenschneider, Jay Lorsch, Jeffrey Sonnenfeld, and Howard Rubenstein about the new skill of communication that boards must cultivate and the importance of getting communication help, which is a vital issue of board leadership. Read “Who Speaks For the Board.” »

What Have You Done to Help Your Board with This Year’s Annual Meeting?

IR Alert
May 12, 2010

Addressing Investor Relations Officers, (IROs), Karen Kane asks if your board thinks it has “escaped” say on pay or other shareholder petitions and advises IROs to help directors see the opportunity for board-shareholder engagement. In this new era of transparency and disclosure, boards need to understand the quality of shareholder interactions and ensure that the company provides transparent, effective shareholder communication across multiple audiences including investors, brokers, owner research groups, employees, customers, and the community and public at large. Read “Full Disclosure” commentary »

“Giving Boards Their Voice”

Briefings on Talent & Leadership
1Q, 2010

The shift from behind-the-scenes advisors to highly accountable public figures is a profound transformation that boards are only beginning to grasp. In this article for Korn Ferry International’s Briefings on Talent & Leadership, Karen Kane discusses the importance of board-shareholder communication. By establishing independent communication, boards and their companies may succeed in quieting dissenting shareholders and even winning the confidence of investors enabling companies to operate in the interests of the long term. Read article »

“Corporate Leaders at Risk as Feds Take Over”

January 9, 2010

Directors have an opportunity to demonstrate and communicate proactive leadership in restoring trust and sound governance, advise Fred G. Steingraber and Karen Kane in their opinion article published in the Houston Chronicle. “But, they need to move beyond the audit and accounting risks and an overall compliance mentality and look ahead to the larger issue of ensuring the long-term value of the enterprise. Directors are best positioned to create solutions. Read article ».

“Directors Seek to Combat Misperception of Board Role”

September 21, 2009

From Agenda Karen Kane, president of Karen Kane Consulting, which advises boards on their communication strategies, says directors will need to adopt a more visible, public role in order to successfully deal with the consequences of public confusion and anger over the way some companies have been run.

“Boards have been invisible,” observes Karen Kane. “But after the bailout of iconic companies, boards are being held much more accountable.  Directors need to speak up. They need to let shareholders and Congress know they are competent and effective. Boards can further their own interests by clearly stating their expertise, what they do, and how they bring oversight to the management of their companies.” Read article »

“Six Steps to Building Trust and Engaging Shareholders”
July 2009

By Karen Kane

“Now more than ever, boards must convey how their work contributes to the strength and soundness of the enterprises they oversee. Consider that scrutiny of the boards is on the rise as taxpayers have essentially become phantom shareholders through the public bailout of the private sector. Unlike shareholders who may be more educated about the role of the board of directors, the public at large may not understand the function—and value—of the governance role.  How do boards of directors build trust in this era of greater accountability?” Read article ».

“Catching Flak with Aplomb”
June 10, 2009

“The first rule when handling such vitriol is to keep your composure, say public speaking experts, and to resist the urge to fire back. “Parsons was described as polite and unflappable to those with concerns,” said Karen Kane, founder of Karen Kane Consulting, citing the Citigroup meeting as one of the most successfully managed angry shareholder situations in recent memory. “You need to go in being polite to shareholders,” she emphasized. Read article »

“Best Practices for Board Communication”

The Corporate Board Magazine
May/June Issue 2009

By Karen Kane

“This annual meeting season will see investors hungry for answers as never before—and often angry about stock price meltdowns. Increasingly, shareholders are looking beyond the chief executive to the board of directors for assurance. Has your board laid the groundwork and developed the skills, counsel and technology to effectively “tell your story”?Read article »

“How Boards Can Repair Public Trust in Corporate America”

April 6, 2009

While experts emphasize the need for boards to evaluate reputation with a long-term view, there are things they can do to improve their stature among the public in the short term. Boards can help restore public trust in their organizations and themselves through a strategic communications policy, according to Karen Kane, principal of Karen Kane Consulting and former board secretary for the Federal Reserve Bank of Chicago. Her firm advises boards on their communication strategy. She says it can be as simple as boards disclosing how often and how long they are meeting to help their companies through this difficult time. Read article »

“Capping Compensation Won’t Solve Bank Crisis”

The Houston Chronicle, Outlook
Sunday, February 22, 2009

By Karen Kane

“A board with a strategic shareholder communication plan can use transparency and communication as effective risk management tools. Conversely, a board with its head in the sand pretending no one is looking is courting disaster or shareholder mistrust.” Read article »

Board Communications Study

A Review of Board Communication Practices, and a Vision for Authenticity in Corporate Governance Download executive summary »