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No one on current NCR board has ties to Dayton

One expert says Sarbanes-Oxley bill discouraged community-oriented directors

None of the nine NCR directors, not even the chief executive, call Dayton home. NCR announced on June 2 it is moving its headquarters to an Atlanta suburb by 2010. File photo

Ty Greenlees/Staff Photographer None of the nine NCR directors, not even the chief executive, call Dayton home. NCR announced on June 2 it is moving its headquarters to an Atlanta suburb by 2010. File photo

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By Jessica Wehrman  and Tom Beyerlein, Staff Writers Updated 8:58 PM Saturday, June 13, 2009

When National Cash Register became a publicly traded company in 1926, seven of its 11 directors were based in Dayton.

In 1990, just before AT&T swallowed up the company in an ill-conceived hostile takeover, three of 13 directors lived in the Dayton area. When AT&T spun off NCR in 1996 and it once again became an independent, public company, two of eight directors were local.

Today, not a single soul — not even the chief executive — calls the Gem City home.

It’s unknown whether the lack of local connections on the board had anything to do with NCR’s June 2 announcement that it is moving its headquarters to an Atlanta suburb by 2010. But it is clear that founder John H. Patterson’s history of community involvement is a thing of the past.

“That whole sense of connection people in Dayton have to NCR isn’t reciprocated at all,” said University of Dayton history professor Paul Morman. “You’ve got a culture in business today where community engagement is not really that critical anymore.”

NCR Chairman and CEO Bill Nuti of New York has declined to be interviewed by the Dayton Daily News. NCR won’t release the minutes of board meetings, and board members won’t comment on the decision to leave Dayton.

“We just don’t feel it’s right for the board to talk to the press,” said Edward “Pete” Boykins of Palm Coast, Fla., a director since June 2002.

Including Nuti, five of the nine board members have been seated since Nuti’s arrival in August 2005. Among them are a former Nuti lieutenant from his days at the helm of Cisco, a longtime Xerox executive and two executives with the leveraged buyout firm of Kohlberg, Kravis Roberts & Co.

For better or worse, it’s harder for local people to qualify for the boards of public companies since the high-profile accounting scandals of several years ago, said Ned Hill, professor and distinguished scholar of economic development at Cleveland State University. The Sarbanes-Oxley Act of 2002 set higher standards for board members and held them personally liable to produce accurate financial reports. Part of the intent, Hill said, was to put an end to “friends-and-family boards” in the thrall of the CEO.

“Since Sarbanes-Oxley, it’s become much more difficult to have a community-oriented board,” Hill said. “The board members really have to show they’re making a business contribution.”

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