The Savvy Director Blog

In our last Savvy Director blog, we explored how a director may incur personal liability because of their board service. Practicing due diligence is all well and good, but a director’s actions or inactions may still expose them to litigation and penalties. That’s why companies provide their directors with protection through indemnification.

Well-crafted Directors and Officers (D&O) insurance provides an additional line of defense. As a director, it’s a good idea not just to confirm that there...

When you join a board of directors, and throughout your service on the board, you probably won’t give much thought to the personal financial risk you’ve taken on. And yet, a past board decision could come back to haunt you.

In general, the legal structure of a corporation provides you with protection from personal liability. But that protection is limited. There are instances where directors are held personally liable for a company’s violations of laws or regulations. The possibility of being...

When we join a board, whether or not we have prior experience as a director, we all hope to ‘hit the ground running.'

We want to make a difference sooner rather than later.

And our boards share that wish. They want to set up their new directors for success – feeling comfortable and able to make a contribution early on. That’s why many boards hold an orientation session – a few hours devoted to helping new directors get on their feet.

I set out to find out what a new director can do to ensur...

I frequently read these days that boards are spending too much time on oversight (which is typically described as a “check-the-boxes exercise”) and not enough on the future. While I agree that boards need to allow enough time for robust discussions of strategy, that doesn’t mean that the responsibility for oversight can be ignored.

Overseeing corporate compliance may not be a topic that garners much attention, but it remains a key governance responsibility. Savvy Directors need to understand ...

Board development is a process. It’s designed to provide board members with training and support to enhance the skills and effectiveness of every director, no matter where they are on their governance journey.

With a good board development plan, the board collectively will do a better job at fulfilling its stewardship role.

That sounds straightforward enough. Yet, when I talk to some board directors and management teams about board training, they roll their eyes and I hear comments like, “W...

With this kickoff 2024 edition of The Savvy Director, we’re highlighting boardroom trends that governance experts have been writing about lately.

If you’re like me, you’ll find that some resonate, others not so much. Hopefully, this will give you a running start as you consider which trends apply to your board, and which can be set aside for the time being.

I have a hunch you’ll find some interesting trends that could be tweaked to adapt to your board’s reality. In my view, that’s a good t...

I’m sure you’ve seen it happen. The board decides to hold an in camera session – or as it’s known in the US, an executive session - clearing the boardroom of all staff.

Outside the closed door, staff perceive it as a signal that something ominous is about to happen. They start to speculate about what’s going on. Is the CEO in trouble? Has something scandalous occurred? Is the company threatened?

Inside the boardroom, the questions are less earth-shaking. How should we proceed? Do we need minut...

“There’s increased pressure from stakeholders to be more transparent and accountable on ESG p...

Robert’s Rules of Order? I’m not a big fan of Robert’s Rules. Who is this guy Robert anyway? Who made him king?

Okay, you’re right, my tongue is planted firmly in cheek. Boards do need to have a way of conducting their meetings and making group decisions. Robert’s Rules provide that framework.

That said, an overly strict adherence to the parliamentary procedures outlined in Robert’s Rules of Order can really be a buzzkill at board meetings. I’ve seen great discussions get derailed by uncerta...

Joining a new board of directors is like getting on a bus – one that’s already full of people and is well on its way to its destination.

The tricky part is that the bus isn’t stationary. Even as you hop on, it’s already moving.

Whether it’s your first bus ride or you’re a veteran, you’ve got to catch your breath, find your place, and settle in for the journey.

In the same way, whether you’re a first time director or you’ve already served on a few boards, it’s normal to start a new board ro...