The Savvy Director Blog

If you’re like me, your email inbox has been filling up with information from various businesses about how they are responding to the challenges presented by COVID-19. And if you sit on a board of directors, you have likely been hearing from your management team as they implement their business continuity plan (assuming they have one!) in the face of this health crisis.

The business risk resulting from a pandemic was incorporated into some plans as a response to the outbreaks of SARS and H1N1. Fortunately, much has evolved on the technology front since then to help mitigate the risk to business continuity. Not only are employees able to remotely login to company servers and intranets, software is available to facilitate online collaboration, use stable video conferencing, enable chat, collaborate on shared files and communicate with colleagues across all devices.

These arrangements help support the “social distancing” recommended by public health experts by...

“It’s really hard to publicly support the board’s decision when I personally disagree with it.”

Yes, that’s a tough one for a well-intentioned board director who cannot support the will of the majority of board members. But is it necessarily a bad thing to vote against a motion?

I’d suggest it’s not. What’s important to the board is reaching consensus. When I refer to consensus, I’m thinking of a description from McKinsey that I read a few years ago. It went something like this:

Consensus does not necessarily mean a unanimous decision. It does mean that everyone feels they were heard and can live with the decision outside the boardroom.

On the positive side, a dissenting vote or two may reflect a robust discussion and an appropriate level of due diligence and independent thinking. In my view, those are good things.

Less positive would be the situation where the Chair is called upon to cast a deciding vote to break a tie. That...

I’m happy to welcome back Alice Sayant as today’s guest blogger. Alice is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com.

Alice’s thoughts on balancing independent thinking and collaboration

We are fortunate at DirectorPrep to have a group of engaged fellow board directors who seem to be quite willing to act as guinea pigs and to provide feedback on our ideas.

The inspiration for today’s blog arose from just that kind of feedback. As we tested out a framework for the essential behaviors of a savvy director, one director wrote “I am curious about Collaborate with Others and Think Independently. … Could someone get a mixed message right off the hop with the use of these words: be collaborative with your fellow directors (don’t be too independent around the table) but remain independent with your thinking (don’t collaborate too much)?”

Exactly!

The board director is called upon to balance the need to...

Someone on LinkedIn said, “Good governance is like keeping the train on track.” I like that analogy as it runs parallel to the description of the CEO who ‘keeps the trains running on time.’

You need both good direction and good execution.

You also need the third phase of the board’s work – monitoring progress.

It may have been John and Miriam Carver who described the work of the board as:

1. Setting direction,
2. Delegating authority, and
3. Monitoring progress.

In over twenty years working with boards and serving on boards, I find it’s the third step that gets dropped most often. This Winston Churchill quote says it well:

“However beautiful the strategy, you should occasionally look at the results.”

Why is looking at the results such a challenge?

Maybe it’s because evaluating the progress of not-for-profits (NFPs) lacks the clarity of stock price, shareholder value, and return on capital metrics monitored by many in the...

This edition of The Savvy Director is inspired by feedback from one of our readers about the maturity lifecycle of boards. As this reader pointed out, “It’s important that directors understand the maturity of their organization, where they fit on the maturity scale, and where the board aspires to be.”

These comments got me thinking about governance models. We all need to appreciate the range of governance models from the hands-on working board to the hands-off policy governance model, and a variety of permutations in between.

The good news is the models can all work well. The key to success is knowing which type of governance your board has adopted and the expectations for your role that arise from that model.

An organization with few staff, or no staff at all, may start off with an operational working board, and then evolve its model to more of a strategic board complete with board committees and support staff as funding permits.

During this evolution process,...

Ensuring that the annual operating budget is aligned with the strategic plan was one of my greatest takeaways when I was enduring ‘audit committee weekend’ as part of the corporate director certification program. LoL!

I learned that many of the best questions for management come from non-financial people like me around the board table. Why would that be?

While I believe the audit partners teaching that program module wanted to get the non-financial people excited about being on finance and audit committees, they were also making the key point that today’s era of compliance and regulation causes professional accountants and financial experts on the board to focus on those priorities first.

The question of whether or not sufficient funds had been allocated to strategic priorities was considered to be the kind of intuitive question that a non-financial director might ask. And that lit me up. I had a role and a reason to make an effective contribution.

What are the...

I’m happy to welcome back Alice Sayant as today’s guest blogger. Alice is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com.

Alice’s thoughts on individual director evaluation

The boards that I serve on conduct regular board self evaluations. They often use confidential online surveys for this purpose, since they are a convenient tool for obtaining input from each director on the board. Analyzing the data obtained from this kind of survey can serve as a foundation for continuous improvement at the board table.

Without exception, every board – no matter how effective in other ways - has scored poorly on the following survey question: “I receive adequate feedback about my contribution to the board.” For whatever reason, it seems that boards are just not very good at giving feedback to individual directors. Maybe it’s because no one has been tasked with that function. Or maybe it’s just a reflection of the natural...

“How is it you would rather find the time to rewrite an ‘F’ grade paper for a better mark than to invest the right amount of time in the first place?” This comment was made by one of my university profs. A truer observation would be hard to find.

There is real power in preparing. Preparation is like prevention -- it reduces the potential for failure and the costs that go with it.

Where am I going with this? I’m glad you asked. 

Preparation is the Savvy Director’s key to success in the boardroom.

Dr. Bentall and his rocking sermons

I’m going to bounce lateral on you for a minute. Let me tell you about my recollection of Dr. Howard Bentall and his son Barney.

When I was growing up in Calgary, Alberta in the 1970s, my parents would take me and my siblings to church most Sundays. Dr. Bentall was our minister. As a young boy, I remember him visiting us at our house. He would often bring his young son Barney with him. Barney was...

Following last week’s blog post about conflict of interest, we received some excellent feedback from insightful readers who provided additional points for consideration. In response, we’ve decided to defer the post we had planned and instead produce a follow up.

Last week’s post was written for the director who wants to self-declare a potential conflict of interest. Today’s post will discuss undeclared conflicts of interest and the problems created between board members by a lack of transparency.

Based on the responses we received, this is clearly a hot topic. So, let’s follow the money.

Governance courage, transparency, and the savvy director

When I served as chair of the local chapter of the Institute of Corporate Directors (ICD), there were times I needed to counsel volunteers to step off the program committee because their primary reason for being there was to generate business or find board appointments for themselves.

From experience, I know...

Relax!  Having a conflict of interest with respect to something on the board’s agenda need not interfere with your ability to function as a high quality board director.  It’s okay to have them.  It doesn’t make you a bad person or ineffective board member.  The real issue is whether your board has a good process/policy/practice to manage and mitigate any actual or potential conflicts.

What is a Conflict of Interest? 

Let’s get the definition out of the way.

A conflict of interest is a situation in which a director’s duty to the organization conflicts with their own interest or duties to others.  A conflict of interest can come about  either as a result of a personal conflict between the director’s own self interest and their duty to act in the best interest of the organization, or as a result of a conflict of duties that the director owes to the organization and to another organization. Such conflicts of...