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

Leadership Lyceum: A CEO's Virtual Mentor

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: https://en.wikipedia.org/wiki/The_War_of_the_Worlds_(radio_drama)

Program Guide Episode 11

“Board Governance & Effectiveness, Shareholder Activism Mini Series, Utility Industry Consolidation and M&A with Paul Bonavia, Retired Chairman and CEO of UNS Energy”

0:30 Introduction to new programming of Episodes

2:12 Introduction to specific programming in this Episode 11

3:47 Segment I: Corporate Governance and Board Effectiveness with Tanuja Dehne

6:15 Break

6:40 Segment I (cont.): Why should boards care about measuring effectiveness as a board?

14:05 Wrap up of Segment I on governance and preview of next month’s Episode 12 with Tanuja.

14:54 Introduction of Segment II: Interview with Paul Bonavia, Retired CEO of UNS Energy

16:13 Segment II: Interview with Paul Bonavia

33:06 Break

33:33 Segment II (cont.): Interview with Paul Bonavia

41:30 End of Interview with Paul Bonavia

41:53 Introduction to Segment III – Shareholder Activism and War of the Worlds allegory.

43:10 Segment III – Context for shareholder activism and introduction of guest Chris Young, Managing Director of Credit Suisse.

52:57 Break

53:20 Segment III (cont.): What do activists want?

56:30 End of Segment III and preview of next month’s Episode 12 with Chris Young

57:21 Conclusion and Famous Last Words with Orson Welles.

Biographies of Guests

Ms. Tanuja Dehne

Tanuja Dehne is a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others.

During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores.

Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Silver Bay Realty Trust Corp. (NYSE: SBY), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law.

Mr. Paul Bonavia

Paul Bonavia was Chairman and CEO of UNS Energy and its principal subsidiaries, Tucson Electric Power and UNS Energy Services, from January 2009 to May 2014. He served as Executive Chairman until the sale of the company to Fortis Inc. was completed in August of 2014. He had also served as President until December 2012.

Mr. Bonavia worked to establish UNS Energy as a leader in renewable energy and energy efficiency while maintaining safe, affordable, and reliable service to nearly 640,000 utility customers across Arizona.

Mr. Bonavia was named by Governor Jan Brewer to the Board of Directors of the Arizona Commerce Authority and has served as a director or trustee of the Southern Arizona Leadership Council (former chairman), Tucson Regional Economic Opportunities (former chairman), United Way of Tucson and Southern Arizona (former chairman), University of Arizona Foundation, Tucson Airport Authority, Edison Electric Institute, Institute for Energy Efficiency and American Wind Energy Association.

Before joining UNS Energy, Mr. Bonavia was President of the Utilities Group of Xcel Energy and held senior positions at Dominion Power. He earned degrees from Drake University and the University of Miami School of Law and completed Harvard Business School's Advanced Management Program.

Mr. Bonavia serves as chair of the board’s Human Resources Committee, and is a member of the Corporate Governance & Strategic Planning Committee and the System Planning Committee.

Mr. Chris Young

Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients.

Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism.

Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.

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Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients. This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors. He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago. He is an expert on hiring and promotion decisions and leadership development. Over the course of his search career, he has interviewed thousands of leaders.

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Program Disclaimer

The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast.

This podcast Leadership Lyceum: A CEO’s Virtual Mentor has been a production of The Leadership Lyceum LLC. Copyright 2017 All rights reserved