2009 June Board Meeting Web Conference June 5, 2009 10 to 11:30 am ET 1
June Board Meeting • Introductions • Review of ASC Antitrust Policy • Conflict of Interest Acknowledgement • Agenda 2
2009 Board of Directors Chairman: Jim Owens* (H.B. Fuller) Dave Burger* - Past Chair (InduGrow) Jeff Merkt (Bostik) Marcello Boldrini* - Treasurer (Ashland) Shree Nabar (DAP) Mike Barch (Clifton Adhesive) Larry Owen (Franklin International) Christine Bryant (Bayer MaterialScience) Kay Peters (Evans Adhesive) Phil Byers (Eastman) Gary Reed (Arizona Chemical) Glenn Frommer (Adco Products) Lex Reynolds (Itochu/Reynolds Co.) Scott Johnson* (Wacker Polymers) Jim Smith (Kraton Polymers) Mary Ann Kozel* (Sashco Sealants) Ted Stolz* (ITW Perf Polymers) Stefan Leumann (Nolax) Chris Urheim (Dow Chemical) Dick Maxwell (Forbo Adhesives) Larry Sloan* (ASC) Steve Meenan (3M) * Executive Committee Member 3
Antitrust Compliance Policy It is the policy of the Council to comply strictly with the letter and spirit of all applicable trade regulations. Any activities which violate these regulations are contrary to Council policy. Avoid discussions which might be construed as tending to impact prices; regulate production; allocate markets; encourage boycotts; foster unfair trade practices; assist in monopolization; or in any way violate applicable trade regulations and antitrust laws. 4
Conflict of Interest New IRS 990 Requirements take effect now… At each meeting, we are to include a housekeeping item on the agenda whereby the board chair asks if there are any conflicts of interest ASC should be aware of. The outcome is to be reflected in the meeting minutes. 5
Agenda • Introductions, Antitrust, Conflict of Interest • Board Committee Appointments (Administrative) • Board Metrics Goals (Strategic) • Update on adhesives.org (Strategic) • Green/Sustainability Issues: Next Steps (Strategic) • Financials Update (Fiduciary) • Other Business • Adjourn ASC Ed Foundation Board Call immediately follows 6
Consent Agenda 3 Issues 1 Vote 1. Approve the following Directors to serve 2009-12 Board Term: Mary Ann Kozel (Sashco) • Steve Meenan (3M) • Shree Nabar (DAP) • Jim Owens (H.B. Fuller) • Lex Reynolds (Itochu/The Reynolds Co.) • Ted Stolz (ITW Performance Polymers) • 2. Approve Phil Byers to replace Scott Johnson on Executive Committee (2009-11 term, non-renewing) 3. Approve Christine Bryant to replace Phil Byers on the EC Nominating Committee (2009-11 term) BOARD VOTE 7
Thank you Scott! This October will mark the end of Scott‘s twelve years of service as a member to the ASC‘s Board of Directors. Please join me in thanking Scott for his contributions and dedication to the Council. Scott, we wish you the best and look forward to seeing you at future conventions! 8
Board Standing Committees 2009-10 Executive Committee Jim Owens (H.B. Fuller) – Chair Marcello Boldrini (Ashland) – Ashland Dave Burger (3M Northstar) – Past Chair Mary Ann Kozel (Sashco Sealants) Ted Stolz (ITW Performance Polymers) Phil Byers (Eastman Chemical) – Supplier Seat 9
Board Nominating Committee Form a standing committee of 5 members • – Immediate Past Chair – An Executive Committee Member – 3 Directors not on the Executive Committee Nominating Committee Guidelines • Committee meets at the request of the President Nominations are to be solicited from Board, staff and other members (candidates must be able to work well with both staff and Directors) A candidate‘s contribution to the Council should be considered The period of time since a company has been represented on the Board should be considered Board make up should strive to be balanced (large vs. small, adhesive vs. sealant, industrial vs. consumer, etc.) Standing Committee Members • Dave Burger, Marcello Boldrini, Larry Owens, Kay Peters, +1 (past chair) (EC) (non-EC) (non-EC) (non-EC) 10
Audit Committee Form a standing committee of 4 members • – Treasurer serves as Chair – 3 Directors (incl. one with CPA/strong finance background) – ASC President & Director of F&A Audit Committee Duties • Oversees ASC financial procedures, recommend changes to Exec Cmte (includes ensuring ASC has appropriate insurance levels, internal financial controls in place as recommended by Sarbanes- Oxley for small non-profits) Reviews, acknowledges annual ASC audits Evaluates and assesses auditor; if warranted, recommends selection of new auditor every 5 years Standing Committee Members as of today… • Marcello Boldrini (chair), Mary Ann Kozel, Gary Reed, +1 Kate Zando, Larry Sloan (ASC) 11
EC Nominating Committee Form a standing committee of 5 members • – Past Chairman, Chairman and Treasurer – A Director not on the EC – ASC President Nominating Committee Guidelines • Names are solicited from the Board and staff (candidates must be able to work well with both staff and Directors) Nominees must be potential candidates for Chairman and express willingness to move through the chairs of office. EC should strive to be balanced (large vs. small, adhesive vs. sealant, industrial vs. consumer, etc.) A candidate‘s contribution to the Council should be considered The Treasurer should be willing to move to the Chairman position and is, in effect, the Chair-elect. Standing Committee Members as of today… • Dave Burger, Jim Owens, Marcello Boldrini, Christine Bryant, Larry Sloan 12 (past chair) (chair) (treasurer) (non-EC)
The Adhesive and Sealant Council, Inc. Strategic Map MISSION The Adhesive and Sealant Council provides information, education and representation to deliver value to its members. VISION The Adhesive and Sealant Council will be the essential center of knowledge and catalyst for industry growth for manufacturers, suppliers and end-users. GOAL: To continually provide value to the membership EFFECTIVE PROACTIVE STATE-OF-ART GOVERNMENT INDUSTRY GROW THE MANAGEMENT INDUSTRY EDUCATIONAL AFFAIRS INDUSTRY COMMUNITY OF ASC INFORMATION PROGRAMS ADVOCACY OPERATIONS 13 Approved by ASC Board 10/05; Updated 2/09
ASC Strategic Plan (2009-11) OVERARCHING GOAL: To continually provide value to the membership STRATEGIC INITIATIVES STRATEGIES • Position the ASC as the portal to promote the industry and strengthen the industry’s value 1. Grow the industry proposition premise with end-user audiences • Analyzing key influencer (i.e. designer, academia, consultant, government agency) and end- user needs, develop broad-based educational programs and informational resources • Research, identify, and pursue grant opportunities to subsidize research aimed at creating/expanding markets for adhesives & sealants • Create and maintain active peer group functions for specific segments of the membership 2. Cultivate a strong sense of industry community • Organize convention/expos with ample networking functions in accordance with anti-trust guidelines • Increase member involvement by promoting individual benefits of membership and maintaining an active member outreach program • Research and facilitate development of industry coalitions that address specific issues • Develop and strengthen relations with international adhesive & sealant associations • Update and promote benchmarking survey and market report services 3. Proactively provide information to the industry • Segment the membership to understand information needs, prioritize and execute per plan • Revitalize and update industry short course/convention programming/other training 4. Deliver state-of-the art methodologies to improve participation and drive increased member value/revenue educational programs • Analyzing membership’s needs for education and training, evaluate and recommend best training methodology, prioritize and execute per plan 5. Serve as the industry’s • Maintain an active Government Relations Committee, representing the industry based on dedicated advocate in sound scientific principles governmental affairs • Promote interaction and provide frequent information updates on global regulatory and legislative initiatives and standards • Proactively organize Special Action Task Forces to address specific government issues • Enhance Board and Executive Committee roles in strategic governance 6. Effectively manage the operations of the Council • Strengthen Council financial controls, expense management, internal procedures • Effectively manage costs for members and the Council while increasing revenue streams 14 • Invest in staff professional development; re-align resources as needed to optimize productivity
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