Director Nominee Questionnaire

Elon Musk’s unpredictable behavior has become a recurring headline, much to the dismay of those at Tesla who would like the Company’s founder to exercise restraint befitting a CEO. The company’s inability to force his compliance with recent SEC rulings has called into question whether Musk should continue to serve as chief executive officer. The stakeholder community is standing by to see how the Tesla Board will address these problems. Byron Loflin, CEO of Center for Board Excellence, suggests that it is time for the Tesla Board to exercise its oversight responsibilities, guide the situation, and mentor their CEO. For more information, see the Wall Street Journal’s CFO Journal article addressing the topic.

Business influencers have been increasingly vocal about board diversity. The debate has primarily focused on: gender, age, and ethnicity. Having a board that reflects and understands the values and perspectives of your organization’s current and future customers is essential to sustaining organizational relevance. Board and executive leaders must promote diversity of perspective when considering who is best qualified to meet the leadership needs of their organization.

Following the European Union’s boardroom gender diversity mandate, California passed Senate Bill 826, requiring public companies based in California to have at least one woman on their boards by the end of 2019. According to Forbes, nearly  40% of new directors on Fortune 100 boards in 2016 were women, but women are still woefully underrepresented on boards. According to executive search firm Stanton Chase, diversity contributes to strategic value, brand perception, and benefits a company’s bottom line making gender diversity “a strategic investment”.

Board member age has been an aspect of diversity rarely considered or challenged in the past. A vast majority of public and private equity backed directors tend to be white males above the age of 50, often the result of a recognition of their time-earned expertise and reputation in their professions. These are important characteristics; however, there is a need to consider the multifaceted nature of expertise that is not solely gained through years of experience.

Organizations must adopt a well-rounded view in considering how to have diverse view points around the table to adapt to the current disruptive and innovative business climate. For example, research conducted by MNI Targeted Media shows that millennials now represent the largest consumer spending group in the United States (accounting for 40% of all spending). Having insights into millennial’s priorities at the board and executive level will provide for a competitive and forward-looking perspective, which is now being recognized by some leaders. According to PwC’s Census of Directors 50 and Under, 90% of directors say that age diversity is important. As technology continues to disrupt at an increasing pace, having younger members may assist the board’s effort to look forward and around the corner of the competitive landscape. Qualified younger members understand innovation and digital transformation and bring an otherwise missing perspective to the decision making process.

Finally, ethnicity and race continue to be an important topic in the discussion about diversity as demographics continue to change globally. The U.S. Census Bureau estimates that by 2050, the country’s population will have grown by approximately 75 million people, and those residents will have a vastly different racial profile than today’s population. The changing demographic trends require that companies change as well, or then risk becoming irrelevant. Through boards around the world, we gain insights into the changing perspectives on diversity.

During a recent assessment interview with a 60+ year old white, male, Fortune 500 director, he shared that his opinion of the importance of diversity has dramatically changed. Whereas he thought it was a political or social issue ten years ago, he and many of his colleagues are witnessing the benefits of diversity represented on the boards they serve today. He noted that he enjoys the meetings more, appreciates the diverse perspectives, and believes the board’s performance is improving. By starting with transformation in the boardroom, leading organizations are dedicating resources to ensuring that they holistically represent their customers, employees, shareholders, and other stakeholders.

What are the benefits of a diverse board? Having a board comprised of diverse gender, age, race and ethnicity:

  • Promotes a more multifaceted discussion of strategy and the competitive landscape.
  • Brings in new and broader perspectives.
  • Optimizes members’ diverse backgrounds, creating new connections for the board. 
  • Maximizes opportunities for advancement – especially in technology and innovations.
  • Minimizes the development of “Group Think.”
  • Promotes a culturally inclusive environment that is attractive on the global stage.
  • It’s the right thing for culture progress (passes the “smell test”).

More on board diversity

In his article, “Reboot, Not Refresh”, published in International Banker, our CEO, Byron Loflin, writes about diversity and optimizing board composition.

Discover how our partner, Stanton Chase, a global specialization leader is the top diversity and inclusion executive search firm.

New Collaboration Strengthens Both Firms’ Board Service Offerings

Baltimore, MD and Greensboro, NC, November 15, 2018 – Stanton Chase and the Centre for Board Excellence (CBE) announce a new partnership for corporate governance excellence. This strategic alliance strengthens board and leadership offerings globally by aligning Stanton Chase’s executive search services with CBE’s proprietary governance solutions and expertise.

CBE brings extensive experience in the design and implementation of third-party board self assessments for board performance and effectiveness, and they tailor online and interview inquiry to meet the needs of a board’s unique governance objectives. CBE’s core offerings include customized board, CEO, and management assessments utilising CBE’s secure EnGauge platform. CBE’s platform includes interviews and the facilitation of governance action plans. CBE’s best in class governance solutions coupled with Stanton Chase’s world class executive search deliver cost effective solutions for both firms’ existing and future clients. Each firm will maintain autonomy so as to remain un-conflicted.

The partnership was announced at Stanton Chase’s Global Partner meeting in Los Angeles, California by Byron Loflin, CEO of CBE. “This new partnership will benefit organisations around the globe who seek to strengthen their board’s effectiveness. Stanton Chase is a company with transparent values that complement a global mission and experience oriented approach to public, private, and NFP/NGO boards and leaders large and small. Unlike the competition who are often conflicted, CBE and Stanton Chase will maintain full disclosure and strict autonomy with clients.”

Mickey Matthews, Stanton Chase International Chairman, also expressed his excitement about the partnership. ”CBE is culturally and philosophically aligned with Stanton Chase values as a relationship-focused, professional, strategic business advisor. I look forward to the many benefits this new relationship will bring to our clients.”

For more information about the Centre for Board Excellence and its governance solutions, visit:

To learn more about how the CBE-Stanton Chase partnership can benefit your business, contact your local Stanton Chase consultant:

About Stanton Chase:
Stanton Chase is ranked within the top 10 global retained executive search firms. With proven expertise in key sectors of the global economy, it has 9 specialist practice groups that operate as international teams. Stanton Chase is owned by its partners who take individual responsibility for delivering outstanding quality for each assignment. Stanton Chase is a member of the Association of Executive Search Consultants.

About Centre for Board Excellence:
Centre for Board Excellence is the leading global provider of corporate governance and compliance solutions, merging expertise, technology, and innovation to augment board governance while streamlining labour-intensive governance tasks for directors, executives, and corporate attorneys. CBE’s proprietary reporting delivers insightful metrics that promote strategic and governance alignment. CBE is a trusted, third-party provider to many of the world’s iconic companies, including many Fortune 500 and Forbes’ Most Trustworthy companies.

The annual Corporate Governance Awards were hosted by Corporate Secretary on November 8, 2018, in New York City. This annual event puts the spotlight on the importance of accountability, compliance, and governance excellence in organizations by recognizing leaders who have demonstrated extraordinary commitment to implementing these ideals in companies across diverse industries.

The winners for 2018 are:

Best Compliance and Ethics Program (Large Cap) – VISA
Best Compliance and Ethics Program (Small to Mid-Cap) – NW Natural
Best ESG Reporting – Microsoft
Best Overall Governance for a Private Company – Graybar Electric Company
Best Overall Corporate Governance (International) – Westpac
Best Proxy Statement (Large Cap) – General Motors
Best Proxy Statement (Small to Mid-Cap) – AMN Healthcare Services
Best Shareholder Engagement – Hewlett Packard Enterprise
Best Use of Technology – HP
Governance Professional of the Year (Large Cap) – Shannon Kinney, ConocoPhilips
Governance Professional of the Year (Small to Mid-Cap) – Courtney Schuster Kamlet, Syneos Health
Governance Team of the Year (Large Cap) – General Motors
Governance Team of the Year (Small to Mid-Cap) – Atlas Air Worldwide
Rising Star – Connie Wu, Splunk

Center for Board Excellence (CBE) offers a suite of governance and compliance solutions that support directors, officers, and governance professionals in their efforts to promote governance excellence and accountability. CBE’s proprietary assessment and reporting processes promote strategic alignment between board and management and turn feedback into action–all while removing paper from the process. Merging expertise, technology, and innovation, CBE provides clients with customized solutions for compliance processes, including directors’ and officers’ questionnaires, related party questionnaires, and conflict of interest questionnaires, among others.

CBE is proud to share a common purpose with those recognized by Corporate Secretary: a commitment to excellence in corporate governance. We commend this year’s nominees and winners, and look forward to further partnerships with such exemplary organizations and professionals.

“Long-range planning does not deal with future decisions, but with the future of present decisions.” – Peter Drucker

In the incredibly fast-paced environment our world has embraced, staying relevant and profitable has become a challenge for all industries—banking included.

In an increasingly competitive digital age, community banks still play a very important role in supporting their communities and the local business owners, students, entrepreneurs and families who live there—all of whom depend on you to meet their unique banking needs. To remain relevant and competitive, your bank needs to embrace a strategy that is both sustainable and enduring.

This may mean keeping many of your current business practices in place, but it will also undoubtedly require important changes and a new approach in others. How can your bank’s board and executives make an informed decision on the best way forward? Answer: Conduct a third-party board and management self-assessment.

This tried-and-true corporate governance tool is like an executive’s annual physical checkup; it’s a process that results in an actionable report. It informs you where your bank is, so you know where it needs to get to and what it will take to get there. Good corporate governance is essential to long-term sustainability, value creation and risk mitigation.

The Center for Board Excellence’s proprietary online assessment solutions elevate corporate governance and leadership standards while saving your community bank time, effort and money.

Today’s most successful banks pursue governance excellence that inspires:

  • strategic alignment between the bank’s board and management
  • maximum support for the CEO
  • a culture of continuous improvement and success
  • leadership that is relevant, purposeful and effective
  • board agility, development and diversity
  • social and environmental responsibility (ESG)
  • total ownership (shareholder) value and growth

Our platform, process and reporting capture and establish important metrics to transform board governance from ad hoc, one-time initiatives into a strategic process for continuous improvement. They exceed the assessment standards required by publicly listed companies on the NYSE and Nasdaq.

Our clients include many members of the Fortune 500 and Forbes’ 100 Most Trustworthy Companies, as well as smaller public and private companies and organizations, all of whom know the value of CBE’s unique performance assessment reporting. Board members, CEOs, general counsel, corporate secretaries and governance professionals we’ve worked with tell us that CBE’s tools equip them to be more effective in their respective roles.

Explore how CBE’s fully customizable governance solutions can help your community bank sustain its relevance and profitability over the long haul.

This article was originally published in the Independent Bankers magazine

Byron Loflin, CEO of Center for Board Excellence (CBE) moderated a panel at Corporate Board Member’s Building Better Boards: Committee Series in Chicago on September 20, 2018.  The panel was entitled “New Trends in Board Refreshment” and the other panelists were Gayla Delly, Board Member, Broadcom and Flowserve, Darrell Freeman, Lead Director, AAC Holdings, Cross Country Healthcare and Reliant Bancorp, and Tony LeVecchio, Chairman of the Board, Legacy Texas Bank, Board Member, Dougherty’s Pharmacy.

Byron queried the directors on how they rate overall public board performance, and in particular,  whether boards have improved their performance during the decade since the 2008 financial collapse.  The panelists also discussed all elements of diversity on their boards, including thought diversity.  The panelists shared their experiences of relationships with other directors and management, and how their boards have conducted assessments to measure performance.

We’re in Washington DC for the Society of Corporate Governance National Conference. There’s nothing like forefathers and experience to bring together America’s top governance professionals. Stop by booth #25 and say hello to a Board Excellence Expert.

This year, we’ve joined forces with Nasdaq’s Board & Leadership Solutions team. Both teams will be onsite to walk you through how CBE’s governance workflow integrates with the Boardvantage Portal to bring better answers to the Boardroom.

On Thursday, Check out Joan Conley, Senior Vice President & Corporate Secretary for Nasdaq on the Service Provider Panel on Technology and Software Solutions.

This year’s agenda includes sessions on ESG, crisis management, corporate culture, SEC developments and more. This year, the national conference will have customized event itinerary designed for private companies, small and mid-cap companies and large-cap companies. There’s also a single day registration for non-profit organizations.

Speakers include:

  • J.D. Vance, New York Times best-selling author of Hillbilly Elegy
  • Robert J. Jackson Jr., Commissioner, U.S. Securities and Exchange Commission
  • Eric Holder, Former Attorney General of the United States
  • Kate Andersen Brower, best-selling author of The Residence: Inside the Private World of The White House
  • The Honorable Karen Valihura, Justice, Supreme Court of Delaware

The Center for Board Excellence is a proud Organizational Partner for the Society of Corporate Governance.

Does your board have strong governance practices to effectively oversee your organization? “Finally, board chairs and investors are pointing towards corporate-governance excellence as key to long-term value creation and economic stability. Corporate governance is now a top priority for BlackRock, State Street, Vanguard and others.”

As research emerges linking governance and diversity to performance, board members are called on to react. But how?

Byron Loflin, CEO of the Center for Board Excellence, suggests that a reboot is in order: a recalibration of the board’s composition and an assessment of its responsibilities and direction. Boards must undergo a complete reboot of who they are and how they operate to achieve governance excellence. Read the entire article here.

Directors’ and Officers’ Questionnaires are a labor-intensive process to the legal teams administering them and to the directors and officers completing them year after year. The forms are generic and require manual entry of known information. Questions are often hard to understand, redundant, or sometimes irrelevant to specific respondents. What’s worse, the completed questionnaire review process is cumbersome and inefficient.

We know. We can help.

CBE offers a dynamic, electronic D&O Questionnaire through its EnGauge™ platform that makes the process faster, simpler, and more secure. Click here to download the Pros & Cons of Digital D&O Questionnaire. The table describes how an electronic form can save you and your organization more time every year.

Our experts provide a full-service approach and support to administering your D&O Questionnaire – from set-up to reporting. Let us help you modernize your questionnaire process to see just how much time you can save while getting things done.

New York and Greensboro, NC, June 28, 2017 – Nasdaq Corporate Solutions, a business of Nasdaq, Inc. (Nasdaq: NDAQ), announced today a new partnership with The Center for Board Excellence (CBE), a provider of board assessments and compliance questionnaires. In the first phase of the partnership, Nasdaq Corporate Solutions will facilitate introductions for users of Directors Desk and Boardvantage – Nasdaq’s board portal and meeting management solutions – to CBE’s cloud-based corporate governance solutions including: board and committee assessments; director peer assessments; CEO and management evaluations; and directors’ & officers’ questionnaires. Later this year, the parties plan to offer an integrated workflow between Nasdaq’s board portal solutions and CBE’s EnGaugeTM platform, making it even easier for users to elect to benefit from these CBE offerings.

“Through our new relationship with CBE, the thousands of CEOs, corporate secretaries, general counsels, directors, and board chairs in over 70 countries who rely on Nasdaq Corporate Solutions will gain access to industry-leading corporate governance resources,” said Stacie Swanstrom, Executive Vice President and Head of Nasdaq Corporate Solutions. “We are excited about the prospect of offering our clients a solution that will be designed to streamline the assessment and questionnaire processes for faster, more efficient, and more effective results.”

Since its acquisition of Boardvantage in May 2016, the Nasdaq Corporate Solutions business of Nasdaq, Inc. has invested in enhancements to both the Directors Desk and Boardvantage portals to support better workflows in response to client feedback. “This new feature is a continuation of Nasdaq’s commitment to improving our users’ experience by offering solutions that have the potential to impact their productivity both in the boardroom and beyond,” added Matthew Healy, Vice President and Head of Governance at Nasdaq Corporate Solutions.

“CBE is proud to work with Nasdaq Corporate Solutions to deliver solutions for corporate governance excellence on a global scale. Forward-thinking leaders and investors use our metrics and innovative tools to reduce risk and streamline governance,” said Byron Loflin, CEO of CBE.

To learn more about Nasdaq Corporate Solutions, visit

About Nasdaq:

Nasdaq (Nasdaq: NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today’s global capital markets. As the creator of the world’s first electronic stock market, its technology powers more than 90 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to 3,800 total listings with a market value of $11 trillion. To learn more, visit:

About the Center for Board Excellence:

Founded in 2010, the Center for Board Excellence has built the leading platform for board and CEO assessments, plus other governance compliance tasks. CBE’s team of developers, leaders, and attorneys innovate to streamline laborious, costly and previously paper-based processes through its proprietary EnGaugeTM cloud-based platform. CBE’s solutions create efficiencies that save directors, in-house counsel and governance professionals substantial time, effort, and money, helping drive strategy and improve the total quality of compliance and governance. For more information, please visit the company’s website at

This communication and the content found by following any link herein are being provided to you by Nasdaq Corporate Solutions, a business of Nasdaq, Inc. ( “Nasdaq”), for informational purposes only. Nasdaq makes no representation or warranty with respect to this communication or such content and expressly disclaims any implied warranty under law. Nasdaq, the Nasdaq logo, and Nasdaq Corporate Solutions are registered and unregistered trademarks, or service marks, of Nasdaq, Inc. or its subsidiaries in the U.S. and other countries. © Nasdaq, Inc. 2017. All rights reserved.


Nasdaq Media Contact:

Will Briganti
(646) 441-5012


To download the original release from NASDAQ click here

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