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Board and Leadership

How D&O Questionnaire Platforms Enable Boards to Do More with Phil Neiswender

How D&O Questionnaire Platforms Enable Boards to Do More with Phil Neiswender

As the corporate governance environment continues to evolve, Nasdaq Governance Solutions is committed to evolving with it. In 2019, Nasdaq acquired the Center for Board Excellence, expanding its suite of solutions and providing organizations with more tools to help them drive governance excellence.

From Seattle to New York, meet a few of the bright minds on the Nasdaq Board Engagement team. These individuals play an integral role in helping boards and leadership teams simplify governance and compliance processes, identify growth opportunities, and turn feedback into strategic action. With years of insight and expertise, they have become an invaluable part of the Nasdaq family.

Phil Neiswender

We hear from Phil Neiswender, Head of AMERS & APAC Board Engagement at Nasdaq, who speaks to his experience.

Tell us about your role on the Nasdaq Board Engagement team.

The integration into Nasdaq since the acquisition has allowed me to wear a lot of hats and take on different responsibilities. My time tends to be divided among four main areas including, product development and integration, sales training and demonstrations, direct work with clients on their board evaluations, and speaking to my areas of expertise during events. As the integration into Nasdaq has progressed, I’ve been able to dedicate more time working directly with clients.

What unique lens do you take when conducting board interviews?

My goal is to get each individual comfortable with the process and communicating with me, so that they will talk openly about their thoughts and experiences on the board. Sometimes this is relatively easy, and other times board members are guarded, which requires a little more work to get them to open up.

What is one piece of advice you always give board members?

I try to get board members to think about areas for improvement. One area that I consistently try to bring to their attention is the idea of constructive dissent. Boards are often too focused on having a collegial environment. As a general matter, I think boards need to ask more hard questions and have some members that play the contrarian to ensure that issues are fully fleshed out.

What best practices do you recommend for conducting Directors’ & Officers’ (D&O) Questionnaires?

The first step is having a good form. It’s a given that the form needs to cover all of the required areas, but there is an art that goes into wording the questions and organizing them in a way that makes it easy for the directors and officers to complete the questionnaire. This is where Nasdaq’s operations team and the Nasdaq EnGauge™ platform really shine. The other critical element is ensuring that those who review the responses have an easy way to identify any new disclosures that might be required based on the responses they receive. Our redline final summary report is the best tool I’ve ever seen for this task.

Why are D&O Questionnaires important for companies?

The D&O Questionnaire is the primary tool public companies use to collect or verify different details for the directors and officers that must be disclosed each year in a company’s proxy statement. But, if you ask anyone that has had to manage the process at a company, they will likely tell you that it is one of their least favorite and most cumbersome tasks. That is why a platform like Nasdaq EnGauge™ is in such high demand.

Nasdaq Board Engagement serves clients by delivering distinct value through our qualitative and quantitative board and leadership evaluation and governance and compliance products and services. Click here to learn more about our solutions for boards and meet the Nasdaq Board Engagement team.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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