Which Hat Are You Wearing? The Challenges for Internal Directors, Independent Directors, and Executive Management

Individuals who serve on the boards of directors—whether as independent directors or as internal directors—wear many hats. For internal directors, these include the (often multiple) roles they play inside the company, their role as a member of the board of directors, their roles as chairs or members of board committees, and potentially, their role as chair or member of the company's ESOP administration committee. For independent directors, these roles often include their professional/private positions, such as ESOP professional, attorney, CPA, officer of another company, and board member of another company. These are in addition to their role as member of the company's board of directors and potentially chair of the board of directors.
This session is intended to address the thorny issues arising from the multiple hats worn by members of the boards of directors of ESOP-owned companies, including with respect to fiduciary matters, professional responsibilities, matters of confidentiality, good governance practices, and effective leadership. Panel members will open the session with an overview of the multiple roles played by typical board members and the challenges directors face in wearing multiple hats, as well as a description of their own "multiple hats" in the context of a particular ESOP-owned company.
Attendees then will be encouraged to bring forward their own experiences to elicit shared identification of challenges and shared problem-solving among attendees and panelists. The panel will use whiteboards for group problem-solving and sharing and will break into three smaller groups to facilitate dialogue and brainstorming.

NCEO Publication: The ESOP Company Board Handbook
NCEO Peer Networking: EO Board Directors Peer Networking