More boards seek to widen world view

John Foss joined La-Z-Boy's board in June.

AT TOMORROW'S annual meeting of La-Z-Boy, Inc., in Monroe, shareholders will vote to add a new director to the board - one with international experience. He will be the second new director with an overseas background to join the board in less than two months.

Around the country, corporations are ratcheting up for an increasingly global business environment.

Toledo-area public companies say they want their boards to have more of a global perspective, and some have already beefed up their international expertise.

Expected to join La-Z-Boy's board tomorrow is Jack Thompson, who was president of Monroe Auto Equipment Co. during a time when that firm expanded its markets to Mexico, China, and Japan. Mr. Thompson also was senior vice president of Monroe's parent company, Tenneco Automotive, a global organization, and now is president and chief executive officer of Penda Corp., a Portage, Wis., maker of bedliners and other truck accessories.

On June 1, La-Z-Boy's board appointed John Foss, vice president and chief financial officer of Tecumseh Products Co., to succeed a longtime member who retired. Mr. Foss helped Tecumseh negotiate acquisitions and expansions in several countries.

“That was one of the selling points in selecting him,” said Gene Hardy, retired secretary and treasurer for La-Z-Boy and a director for 19 years. Mr. Hardy, who retires from the board tomorrow, added that both new directors have extensive experience in dealing with foreign governments.

Mr. Hardy added that “La-Z-Boy's board in the early days was [made up of] local people for the most part. We're trying to move more toward noninside directors and trying to get more executives from outside of Monroe.”

La-Z-Boy has subsidiaries in Canada, Mexico, and the United Kingdom and a joint venture in Thailand.

Mr. Foss said, “The most significant thing is understanding different cultures. When you talk to another midwesterner, even a stranger, you understand each other well. You could hold a similar conversation in another country, you could say the same words, and come to different conclusions.”

Mr. Foss said he has learned a lot through Tecumseh's globalization in recent decades under the guidance of Todd Herrick, who pushed the company to open plants in Europe, India, and South America.

A few area multinational companies also have foreign nationals on their boards - and that, too, is a growing trend. More than a third of the boards of the companies making up the Standard & Poor's 500 have foreigners as directors, with the majority coming from the United Kingdom, according to the latest annual survey of Spencer Stuart, Inc., a Chicago-based management-consulting firm.

Many more of the companies responding to the survey said they hoped to soon hire directors with international experience.

The need for global thinking is apparent among the multinational companies based in northwest Ohio and southeast Michigan. Dana Corp., for example, has operations in 35 nations. Owens Corning has manufacturing plants on five continents and sells its products worldwide. Owens-Illinois, Inc., is the largest glass-container manufacturer in North America, South America, Australia, and China, and one of the largest in Europe.

Tecumseh Products exports its compressors, pumps, and engines to more than 100 countries and has major manufacturing operations in Brazil, France, Italy, and India. Its Brazilian operation alone employs more than 5,000.

And smaller companies such as Libbey, Inc., can have substantial international involvement. Libbey exports glassware and other products to 80 countries, owns Libbey Canada, and has a joint venture in Mexico.

Explaining why the majority of Dana's board members have overseas experience, company spokesman Gary Corrigan said, “We are a global company, and we need people to direct us who understand global issues.”

Joseph Magliochetti, Dana chairman and CEO, was president of Dana-Europe for a time and now sits on boards of companies based in Mexico and Venezuela.

Also on Dana's board are Glen Hiner, chairman and CEO of Owens Corning, who headed GE Plastics' European and global business before coming to Toledo; Fernando Senderos, chairman and CEO of DESC, S.A. de C.B., a large industrial group in Mexico, and also a director of several Mexican corporations; A. Charles Baillie, chairman and CEO of TD Bank Financial Group (Toronto-Dominion Bank) in Canada; Eric Clark, who headed several British firms, including BICC Cables Ltd.; Edmund Carpenter, president and CEO of Barnes Group, Inc., a diversified international company in Bristol, Conn., and also director of several multinationals, and Benjamin Bailar, a former U.S. postmaster general who has been on boards of a number of multinational corporations.

“International experience is a major plus, said OC spokesman Gregg Bronk. “In the future, we would like to have several more [international directors]. The marketplace is global.”

In a recent proxy statement, glass-maker Owens-Illinois told its shareholders “the board is searching for qualified candidates to serve as additional outside directors” and that the firm intends to expand its nine-member board by adding two more outsiders.

Said spokesman John Hoff, “International experience would not be an absolute requirement, but it would obviously be a positive attribute.”

At one time O-I's board had as many as 18 members and, in the 1980s, included some like Otto Schoeppler, who headed Chase Manhattan banking operations in England, Europe, and Asia, and headed the board of an O-I glassmaking affiliate in Germany.

But after O-I was taken over by Kohlberg Kravis Roberts & Co. in 1987, its board makeup has tended toward insiders - even after the firm went public again in 1991. Even so, several current board members have extensive overseas experience, including Robert Lanigan, retired O-I chairman and CEO, who ran O-I's international operations for years. Mr. Lanigan also serves on the board of DaimlerChrysler in Stuttgart, Germany.

In addition to Mr. Foss and Mr. Herrick, Tecumseh's board includes Stephen Hickman, president and CEO of Brazeway, Inc., an Adrian-based manufacturer of tubing and refrigeration components - which has a plant in Mexico and licensees in England, Turkey, and Australia.

Cooper Tire & Rubber Co.'s board includes several members with international experience, among them John Meier, chairman and CEO of Libbey, Inc., who spent five years heading up marketing and sales for Durbar, S.A., a glassmaker in Belgium that once was an O-I affiliate.

Cooper's chairman and CEO, Tom Dattilo, has international experience himself, having been president of Hayes-Dana, Inc., Dana's Canadian subsidiary, before joining Cooper.

The board is likely to have even more of an international flavor in the future, according to Roger Hendriksen, director of investor relations.

“Mr. Dattilo is placing international experience on a pretty high priority,” he said.