A CEO’s Virtual Mentor Episode 11 

Board Governance & Effectiveness, Shareholder Activism, and Utility Industry Consolidation and M&A

Guests include:

• Corporate governance expert, Tanuja Dehne
• Paul Bonavia, Retired Chairman and CEO of UNS Energy
• Chris Young, Managing Director and head of the Contested Situations Group, Credit Suisse

 

If you did not join us for our last episode, Episode 10 which was a special podcast on Innovation, you may have missed the announcement that we formed two companies under Leadership Lyceum’s brand: Lyceum Leadership Consulting which provides executive and board of director’s search, board effectiveness review, and an array of services for successor development and board-readiness.  And Lyceum Leadership Productions which brings you this podcast.  We also announced that we would be expanding the programming of the episodes this summer.  Well happy summer!  This is the first of our expanded episodes.  Welcome to Episode 11 which expands the programming into three segments.  We will continue to bring you the in-depth CEO and Director interviews around compelling business situations as a main middle segment, Segment II.  That main segment will be bookended over the next three Episodes with shorter Segments I and III.  At least over the next three episodes, Segment I will cover Board and Corporate Governance Best Practices on one hand and Segment III will cover the consequences of deficiencies in corporate governance, namely shareholder activism, on the other.  We hope you enjoy this expanded coverage which we will be refining over the next few episodes. 

So please subscribe through iTunes and give us feedback on the new programming.  Tell us about leadership situations and subjects that you are interested in us exploring.  Please visit our website www.LeadershipLyceum.com for all of our archived media and offerings.  We will be right back to start the program.  

Welcome back to this newly expanded Episode 11 of the Leadership Lyceum: A CEO’s Virtual Mentor.  We welcome three fabulous guests to this Episode. 

 

Introduction to Episode 11 Program

In Segment I the first of a series on Corporate Governance and Board Effectiveness, we welcome governance expert Tanuja Dehne.  Tanuja serves on two public company boards and is a frequent speaker on board governance -- most recently she was part of the instructor panel for the NACD Advanced Director Professionalism program earlier this month. 

In Segment II we welcome Paul Bonavia, retired Chairman and CEO of UNS Energy (better known as Tucson Electric Power).  We will explore the triggers and interconnected events that have led to remarkable levels of consolidation in the electric utility industry and Paul’s leadership of the sale of UNS to Fortis in August 2014.

In Segment III, the first of a series on Shareholder Activism, we will be joined by Chris Young, Managing Director and Head of the Contested Situations Group at Credit Suisse.  In the first part of this series we will cover the history of activism and the market for corporate governance, growth in the asset class, and answer a fundamental question: what do activists want? 

We will be right back with Segment one with Tanuja Dehne on Corporate Governance and Board Effectiveness. 

 

Segment I: Governance & Board Matters

“Corporate Governance and Board Effectiveness”

I am delighted to be joined by Tanuja Dehne. Tanuja is a corporate governance expert and serves as an independent director on two NYSE-listed, company boards: Advanced Disposal Services, a $1.4 billion revenue environmental services company and newly IPO’d, Granite Point, a publicly-traded commercial mortgage REIT.  She also dedicates her time to not-for-profit board service including the Geraldine R. Dodge Foundation, Young Audiences, HomeFront NJ, and Sustainable Jersey.

That ends Segment I with Tanuja Dehne.  Join us for our continuing conversation with Tanuja next month in Episode 12 --- we’ll discuss derailers to effective boards and effective leadership styles in the boardroom.  And shall I say it?  Why not.  As a self-promoting reminder, the Lyceum Leadership Consulting does provide third party, Board Effectiveness Review. 

 

Segment II:  Main Feature Interview

“Special Guest Paul Bonavia, Retired Chairman and CEO of UNS Energy” 

You may have read our article in the May 2017 issue of Public Utilities Fortnightly about our next guest - Paul Bonavia.  By sheer coincidence, I wrote that article for Fortnightly on April 1 of 2017 in Chicago Illinois.  Exactly ten years before that on April 1, 2007, the Illinois General Assembly passed a resolution designating April 1st as “Cheap Trick Day” in Illinois. I am giddy with delight to come as close as I can to a Rolling Stone reporter in featuring this conversation with drummer Paul Bonavia, who in his younger days was in bands with members that would go on to form Cheap Trick.  

While I’m sure some subset of our listenership is interested in Paul’s pre-utility rock and roll lifestyle, this conversation was directed toward Paul’s “alternative” lifestyle as a CEO of an investor-owned utility and the sale of the company he led --- to Fortis in August of 2014. 

Segment III: Special Subjects Segment

“First of a Mini-Series on Shareholder Activism with Chris Young, Head of Contested Situations at Credit Suisse”

Welcome to our final segment in this Episode on the dramatic, consternation-filled subject of shareholder activism. 

That’s Orson Welles in his introduction to his panic-producing, 1938 radio masterpiece War of the Worlds. For the Lyceum, an allegorical backdrop of an environment well-suited to some “alien” form of activism perhaps?

This is our mini-series on Shareholder Activism, and we are joined by Chris Young, Managing Director and Head of the Contested Situations Group at Credit Suisse.  In this first part of this series we will cover the history of activism and the market for corporate governance, growth in the asset class, and answer a fundamental question: what do activists want?

As a backdrop, The Wall Street Journal reported recently that shareholder activism, which has been a perennial nuisance for chief executives, is now becoming an existential threat. Activists are going beyond just settling for board seats and are waging campaigns that target changes in top management at the outset. So far in 2017, and this is going back a few weeks right now, but so far in 2017 activists have started nine campaigns targeting top management. This is the fastest pace on record according to FactSet.

I have represented two clients this year from the power and utility industry on board searches in the face of shareholder activism.  While two companies experiencing activism does not constitute a trend, my clients’ experience of late certainly seemed to warrant raising awareness with our CEO’s Virtual Mentor listenership by featuring this fascinating and informative conversation with Chris Young. 

As we were in production on this podcast, Daniel Loeb, founder of activist investor Third Point, demonstrated this activism genius by accumulating a small 1.25% stake in Nestle, published a letter on a Sunday and two days later, Nestle announced a $20.8 billion share buyback as well as clarifying other strategic objectives.

Closing of Segment III

That ends Segment III.  We will continue this discussion with Chris Young in late July with Episode 12.  We’ll cover more on the “mainstreaming” of activism as an asset class and we will take apart the activist’s playbook and take you step by step through the Escalation Path.   

 

Preview of Next Month’s Episode 12

We will be back with Episode 12 at the end of July featuring more on corporate governance with Tanuja Dehne and activism with Chris Young and an interview with Allen Leverett, President and CEO of WEC Energy Group in Milwaukee, Wisconsin.  WEC has been highly acquisitive over the last decade, Allen and I will discuss the company’s significant growth that has led to a uniquely different collection of operating assets over that time period. 

Final Spot: Famous Last Words

As we sign off we wrap with another new spot on our program called “Famous Last Words”.  In keeping with our War of the Worlds – Shareholder Activism allegory we will leave you to be restored to the real world in the good hands of, an out-of-character, Mr. Orson Welles.   

Thanks for joining us.  We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes.  See you next time.  

Informative and Helpful Links

The Lyceum’s Well-Tuned Governance Model

https://www.leadershiplyceum.com/lyceum-board-effectiveness

 

War of the Worlds

Link to one the Lyceum’s favorite websites – archive.org. Click below to listen directly to the chilling and timeless October 30, 1938 CBS airing of Orson Welles’ The Mercury Theater on the Air adaptation of H.G. Wells’ novel The War of the Worlds https://archive.org/details/OrsonWellesMrBruns

Wiki links about the radio drama: <a href="ht