The Savvy Director Blog

Over the years, I’ve reviewed countless proposals, reports, project plans and other documents in the course of my board work and as an advisor to boards. Somewhere in the document, often buried, there should be a section labeled ‘Assumptions.’ It lists the conscious decisions taken by management to treat the unknown as known. Typically, the list of assumptions will include finances, people, resources, schedules, logistics, etc.

Articulating these assumptions is necessary in order to make a decision. The board can question any of the assumptions, challenge them, seek verification, ask for stress testing using different assumptions, add additional assumptions, or accept them as given.

After the fact, the board can ask management to report on which assumptions held true (although, to be honest, I have seldom seen this happen.)

Everyone knows that only some of the assumptions will come true, but it is anticipated (and hoped) that variances from the listed assumptions...

Whenever I spot the words ‘governance’ or ‘board of directors’ in a headline, I automatically know the story will not be a positive one. As far as I can tell, no reporter has ever written a good news story about a board of directors.

Instead, governance stories in the news tend to focus on conflict, crisis and failure – shedding light on goings-on and machinations that were not meant to be in the public eye. However disturbing, these stories make fascinating case studies.

So today I’m going to take a look at two recent examples of board governance in the news. For our non-Canadian readers, I should mention that these concern two well-known Canadian organizations. As it happens, both are membership-based organizations.

I hope you find these case studies as thought-provoking as I did. As you read, give some thought as to what a Savvy Director might learn from them.

Mountain Equipment Co-op (MEC)

MEC is a consumers' cooperative that...

^{Pete Seeger and Bruce Springsteen perform at a concert for President Obama in 2009. H. Darr Beiser, USA Today}

“It is the hard days, the times that challenge you to your very core, that determine who you are.” Sheryl Sandberg, COO Facebook

‘Keep Your Eyes on the Prize’ is a song made famous by Pete Seeger on his 1963 album, ‘We Shall Overcome.’ It was played to keep spirits up during the 1960’s civil rights movement. Bruce Springsteen has also performed it, as have other artists. If you’re looking for inspiration, I encourage you to check out the YouTube links above.

Today it seems the phrase ‘Keep your eyes on the prize’ no longer conjures up thoughts of civil rights marches and citizen activism. Instead it has become part of the everyday lexicon of motivational speeches, whether business or personal.

Has Your Board Taken Its Eyes Off the Prize?

Over the past few months, numerous board discussions have reminded...

As individual directors, it can sometimes be difficult to see whether our words and actions in the boardroom have any effect whatsoever. This can be frustrating, to say the least. I've found that it’s especially hard for former CEOs, who are used to being the decision-maker in the room.

As opposed to the one person at the top of the org chart, the board of directors is a group of people, even though the board is said to “speak with one voice.” If there is only one voice to be heard externally, then it may seem like our individual voices are lost.

When I speak with board members, they are sometimes discouraged by the lack of a clear line of sight from what they have said in a board meeting to what the organization ends up doing. While it’s understandable, I personally think this frustration is somewhat misplaced. After all, a director’s insight is not binding. It’s just one step in a process, a step that others may end up building on.

Instead, I...

I’ve been meaning to write about governance courage for a while now. After all, it is one of The Six Key Habits of The Savvy Director.

And the Russell Reynolds research that inspired our Six Habits framework identifies ‘the courage to do the right thing for the right reason’ as one of the most important director behaviors that drive board effectiveness.

But the impetus for writing this particular blog at this particular point in time actually came from one of our Savvy Director readers, who responded to an earlier blog about Groupthink with the following comment:

“No one wants to be the director who disrupts the agreeable flow of the proceedings. But it is exactly this – sharing and listening to diverse views – that produces truly great outcomes at the governance level. The remedy don't let fear outweigh courage. You are at the table for a reason and remaining silent isn't it. Whatever you have to contribute is likely exactly what the...

I was recently surprised, and to be honest, somewhat embarrassed, to learn a professional organization I thought I knew well was legally structured as an ‘Unincorporated Association’ as opposed to a Non-Profit Corporation.

Initially, I have to admit I didn’t know what that meant. In all my board and related governance training, the focus has been on corporate governance of all types: non-profit, for profit, family businesses, private companies, and government crowns, boards and agencies.

These organizations were either legally established by articles of incorporation or by government statute. Always.

Although I am based in Canada and have earned director certification within the context of a Canadian legal system, I do know there are similar legal structures, sometimes under different names, to protect owners, members and boards from legal liability in the USA, the UK, Australia, New Zealand, Ireland, Mexico, and other countries as noted by the Global Network of...

Have you ever wondered what it takes to be a really effective board director? What differentiates a ho hum director from an excellent one? Which directors add real value to the boards they serve on vs. those who just occupy a chair?

In other words, what are the most important behaviors of an effective director?

Or as we would say at DirectorPrep, “What are the Key Habits of The Savvy Director™?”

Whether delivering governance training to a board of directors, conducting an orientation session for new directors, or mentoring an aspiring director, I would frequently encounter a similar question – just worded a little differently. I’d be asked “What do I actually have to do to be a good director?”

I didn’t have a clear, concise response for them so, with the help of my DirectorPrep co-founders, I’ve been working on a framework to summarize how an effective director actually behaves.

What’s with the...

Like many fields of human endeavour, corporate board work is rife with acronyms. Remember CSR (Corporate Social Responsibility)? How about DEI (Diversity, Equity and Inclusion)? And of course, today’s topic, ESG (Environmental, Social and Governance).

I don’t know about you, but lately I can’t open my email box without reading about ESG. I guess it’s time for The Savvy Director™ to dig a little deeper to find out what it’s all about and what it means for board directors. Think of today’s blog as an ESG primer.

For many of us, ‘ESG’ brings to mind environmental issues like climate change, pollution and protection of natural resources. But it actually incorporates a broader view, including social issues like labor practices, product safety and data security, and governance matters like board diversity, executive pay and business integrity.

Why all of the attention to ESG these days? To answer that, we need to know a bit about its...

Lately, I’ve had a number of conversations with board directors who feel they lack a strong financial background. They’ve expressed concern about their organizations’ financial metrics during these times. Specifically, they were wondering, “What are the forward-looking numbers we should be paying attention to?”

Today’s blog post sets out to answer that question. As a non-financial director myself, I reached out to some of the savvy directors in our network with the following question: “What budget line, metric or ratio do your eyes gravitate toward when prepping for your board meeting these days? What is getting your attention and what does it tell you?”

And I received a treasure trove of responses to share with you. Responses like …

“Cash is King … and Queen.”

“Tracking projected cash flow and managing balance sheet strength and liquidity is paramount - not only for survival, but for creating...

We’re officially in the dog days of summer. I like summer. I like dogs. So bring on the dog days.

As the old song said, ‘Roll out those lazy, hazy, crazy days of summer, those days of soda and pretzels and beer.’

This part of the year has always been a time to relax, get away with the family (and the family dog), do some light reading, and generally not be bothered with what is going on in the world around us. This year, that’s exceptionally hard to do. Especially the part about ignoring what is going on in the world around us. That’s basically impossible.

I guess you could say that, this year, the dog days of summer are ruff!

Seems like the perfect time to ask Alice Sayant, co-founder of DirectorPrep.com, to be our guest blogger!

Alice’s take on the dog days of summer

Why are they called dog days anyway? Common conjecture would have it that the name comes from weather that ‘isn’t fit for a dog’ or heat that is so extreme it...