Board development

Board development

Question # 1

How large is the board?

Companies with small boards perform better

http://online.wsj.com/articles/smaller-boards-get-bigger-returns-1409078628

Research on group dynamics suggests that

groups of 6 or 7 are the most effective

at decision making.

http://hbr.org/2010/12/the-big-idea-the-case-for-professional-boards/ar/1

Question # 2

How different are board members?

Board diversificaton is an increasingly

important topic inside boardrooms.

http://www.heidrick.com/~/media/Publications%20and%20Reports/Boards-and-the-permanent-revolution-in-governance.pdf

Aspects of diversity

Diversity in thinking. Skill diversity. Experience diversity. Age diversity. Nationality diversity. Gender diversity.

http://www.heidrick.com/~/media/Publications%20and%20Reports/HS_EuropeanCorpGovRpt2011.pdf

Research from multiple sources has shown that competive advantage, innovation, and increased shareholder value, among other

benefits, are linked to a diverse board of directors.

http://www.heidrick.com/~/media/Publications%20and%20Reports/Boards-and-the-permanent-revolution-in-governance.pdf

Being around people who are different from

us makes us more creative, more diligent and harder-working.

http://www.scientificamerican.com/article/how-diversity-makes-us-smarter/

Non-national directors on boards - Europe

http://www.heidrick.com/~/media/Publications%20and%20Reports/HS_EuropeanCorpGovRpt2011.pdf

Boards that look more like their target market have a better understanding of their target market.

http://blogs.hbr.org/2012/04/geting-the-most-out-of-your-bo/

Companies targeting significant growth in

emerging markets benefit from having board members from those countries.

http://blogs.hbr.org/2011/11/board-diversity-and-global-age/

17% of S&P 500 directors are women, up from 12% in 2002.

http://hbr.org/2014/03/the-boardrooms-quiet-revolution/ar/3

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http://www.economist.com/blogs/economist-explains/2014/03/economist-explains-14

Over time, advocates of quotas hope that a sudden large increase in the number of women in leadership will change attitudes.

They point to the results of a law passed in 1993 in India that reserved positions for women in randomly selected village councils. A decade later women were more likely to stand for, and win, elected positions in those villages that had by chance reserved positions for women in the previous two elections.

Further inspiration

http://www.slideshare.net/frankcalberg/gender-diversity-9869793http://www.slideshare.net/frankcalberg/differences-between-women-and-men

Question # 3

What values do board members have?

Board members need to understand and trust each

other. Only when they can have candid conversations will they ultimately reach a consensus that has positive and far-reaching implications for the company.

Trust becomes even more important when meetings are conducted by telephone, which is often the case in crises.

http://www.billgeorge.org/page/board-governance-depends-on-where-you-sithttp://www.mckinsey.com/insights/leading_in_the_21st_century/board_governance_depends_on_where_you_sit

All parties, but especially CEOs, should acknowledge different points of view and work to minimize the conflicts that inevitably arise from them.

This requires high-level listening skills, the ability to see situations from the other person’s perspective, and the wisdom to understand the

basis for the different points of view.

http://www.billgeorge.org/page/board-governance-depends-on-where-you-sithttp://www.mckinsey.com/insights/leading_in_the_21st_century/board_governance_depends_on_where_you_sit

Further inspiration

http://www.slideshare.net/frankcalberg/questions-to-discover-your-values

Question # 4

How much time do board members invest in their work?

http://www.mckinsey.com/Insights/Strategy/Improving_board_governance_McKinsey_Global_Survey_results

Time that board members invest per year working on company matters

Region Days invested

Board members of North American companies. 22 days.

Board members of European companies. 29 days.

Board members of Asian companies. 34 days.

Number of days a year board spends

http://www.mckinsey.com/insights/strategy/High-performing_boards_whats_on_their_agendahttp://www.mckinsey.com/Insights/Strategy/Improving_board_governance_McKinsey_Global_Survey_results

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Private equity directors spend, on average, 54 days on their roles. Directors at public companies spend on average 19 days on their roles. Even in the bigger FTSE 100 companies, the average commitment is only 25 days a year.

In both models of ownership, directors spend 15-20 days a year on formal meetings. Private equity non-executives devote an additional 35-40 days to hands-on, informal interactions, for example field visits, ad hoc meetings with executives, phone calls, internet communication, while nonexecutive directors at public companies only spend 3-5 days a year on hands-on, informal interactions.

http://www.mckinseyquarterly.com/Corporate_Finance/Capital_Management/The_voice_of_experience_Public_versus_private_equity_2245

We need not another layer of legal procedures but a new culture of governance, one in which professional directors view their role as their

primary occupation.

http://hbr.org/2010/12/the-big-idea-the-case-for-professional-boards/ar/6

If a potential director can’t put in 300 to 350 hours a year, she shouldn’t take

the job.

http://www.mckinsey.com/insights/corporate_finance/Are_you_getting_all_you_can_from_your_board_of_directors

David Beatty

On boards where I am chairman, I speak to the CEO a couple of times a week.

http://www.mckinsey.com/insights/Strategy/The_power_of_enduring_companies

Markus Wallenberg

Only 43% of the nonexecutive directors of public companies believe they significantly influence strategy. For this to change, board members must devote much more time to their roles.

4-5 days a month obviously give a board member

much greater understanding and impact than the 3 days a quarter (of which two may be spent in transit) devoted by the typical board member of a public company.

http://hbr.org/2011/03/capitalism-for-the-long-term/ar/4

http://www.mckinsey.com/insights/leading_in_the_21st_century/governance_since_the_economic_crisis_mckinsey_global_survey_results

Most effective factors for improving overall board performance

How can companies achieve the right degree of commitment?

What does actually help is a board environment that encourages participation and allows board

members to derive meaning, inspiration, and

satisfaction from their work.

http://www.mckinsey.com/Insights/Strategy/Building_a_forward-looking_board

Board members educate themselves more

http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-survey/assets/pdf/pwc-annual-corporate-directors-survey-full-report.pdf

Question # 5

What tasks do board members invest their time on?

Traditional board agenda

http://www.mckinsey.com/Insights/Strategy/Building_a_forward-looking_board

http://www.mckinsey.com/insights/strategy/tapping_the_strategic_potential_of_boards

Board members understand the respective company’s financial position better than its strategy

Additional forward looking board activities

http://www.mckinsey.com/Insights/Strategy/Building_a_forward-looking_board

http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-survey/assets/pdf/pwc-annual-corporate-directors-survey-full-report.pdf

Many board members want to invest much more time on strategy

http://www.mckinsey.com/insights/leading_in_the_21st_century/governance_since_the_economic_crisis_mckinsey_global_survey_results

Percent of time that board currently spends on issue

Ensuring that a company has a great strategyis among a board’s most important functions.

http://www.mckinsey.com/insights/strategy/tapping_the_strategic_potential_of_boards

Engaging in strategy and resource allocationis really where boards can help the most to create value.

http://www.mckinsey.com/insights/strategy/rethinking_where_to_compete_an_interview_with_the_ceo_of_pentair

To better prepare for succession, boards should have multiple discussions each year to identify the company’s next generation of leaders.

http://www.billgeorge.org/page/board-governance-depends-on-where-you-sit

Question # 6

How are board meetings done?

Further inspiration

http://www.slideshare.net/frankcalberg/dialogue-vs-discussionhttp://www.slideshare.net/frankcalberg/facilitationmoderation-of-meetingshttp://www.slideshare.net/frankcalberg/brainstorming-the-scamper-methodhttp://www.slideshare.net/frankcalberg/six-thinking-hats-9989762http://www.slideshare.net/frankcalberg/listening-tips

Question # 7

How is communication done between meetings?

Under a new model, professional directors working in audit committees as well as in compensation committees would also spend a significant amount of time gathering information throughout the year engaging with company

staff and others between board meetings.

http://hbr.org/2010/12/the-big-idea-the-case-for-professional-boards/ar/5

http://m.theglobeandmail.com/report-on-business/industry-news/marketing/social-media-still-a-mystery-for-canadian-company-directors/article15369773/?service=mobile

Survey of 171 Canadian directors shows that21% say social media is significant for their boards today, but 74% say it will be significant within 3-5 years.

10% of the directors say they are active users of social media.

Missing skill among many board members:Knowledge about technology.

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Digital megatrends such as big data analytics, cloud computing, mobile commerce, smartphone penetration and social media are now embedded in the core of business.

More importantly, these trends are critical to competitive advantage. As with any fundamental change of this kind, boards must play a central role in ensuring that companies are accurately evaluating risks and opportunities.

http://www.kornferryinstitute.com/briefings-magazine/spring-2013/corporate-governance-20-boardroom-collides-digital-age

Bank of Montreal encourages shareholders to

directly contact its independent directors,

in particular about such topics as succession planning, corporate governance practices, and disclosure.

https://hbr.org/2015/01/where-boards-fall-short

One of the benefits the board and I had was an active, capable lead director with whom I could work closely. He did a superb job in guiding the issues of the independent directors and in keeping me fully informed of any concerns and issues the board might have.

When it came time to select my successor, he

developed a sound process that we both agreed upon and led the board through it.

http://www.billgeorge.org/page/board-governance-depends-on-where-you-sithttp://www.mckinsey.com/insights/leading_in_the_21st_century/board_governance_depends_on_where_you_sit

Question # 8

How is the annual general meeting done?

Further inspiration

http://www.slideshare.net/frankcalberg/annual-general-meeting-innovation

Question # 9

How is the relation between

CEO and Chairman?

Boards should be independent of management.

http://knowledge.wharton.upenn.edu/article/is-one-global-model-of-corporate-governance-likely-or-even-desirable/

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3Percent of listed companies with split Chairman-CEO roles

North American CEOs strongly prefer the dual mandate of being board chair and CEO, as it puts them squarely in charge and avoids the likelihood of conflicts or power struggles within the boardroom.

The downside of this model is that in the past it often encouraged complacency by boards and discouraged them from getting deeply involved in issues until it was too late.

http://www.billgeorge.org/page/board-governance-depends-on-where-you-sit

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If you currently have a combined chair/CEO, has your board discussed splitting the role during your next CEO succession?

A board may contribute directly to company

performance by co-creating the strategy of the company.

By pursuing a co-creative role, boards can help open the minds of executives and steer the strategy debate beyond any cultural blind spots.http://sloanreview.mit.edu/article/how-strategic-is-your-board/

Question # 10

To what extent and how are external people involved?

http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-survey/assets/pdf/pwc-annual-corporate-directors-survey-full-report.pdf

Level of influence that various groups have over board’s decisions on executive compensation

A growing tendency to engage outside experts has improved the quality of board decision making in recent years.

Good boards now bring in governance experts

to review their practices and provide clearfeedback.

http://hbr.org/2014/03/the-boardrooms-quiet-revolution/ar/3

Invite outsiders to critique the company’s strategy in the boards’ strategy sessions.

http://hbr.org/2013/11/you-cant-be-a-wimp-make-the-tough-calls/ar/1

Shareholder engagement activities

will likely continue to increase among organizations and boards.

http://www.corpgov.deloitte.com/binary/com.epicentric.contentmanagement.servlet.ContentDeliveryServlet/USEng/Documents/Deloitte%20Periodicals/Hot%20Topics/Hot%20Topics%20-%20Shareholder%20engagement%20-%20A%20new%20era%20in%20corp%20gov%20-%20Sept%202013%20-%20Final.pdf

To test whether a board is doing its job well or not, observe the growth and involvement of activist investors.

If the board is doing its job well, there are no activist opportunities.

http://www.mckinsey.com/insights/corporate_finance/Are_you_getting_all_you_can_from_your_board_of_directors

Further inspiration

http://blogs.hbr.org/2014/08/so-you-want-to-join-a-boardhttp://www.ssireview.org/blog/entry/boosting_nonprofit_board_performance_where_it_countshttp://www.ft.com/intl/management/better-boardshttp://blogs.hbr.org/2014/10/boards-arent-as-global-as-their-businesses