The Savvy Director Blog

 

An effective corporate secretary or other governance professional is a great resource for any board of directors. They provide support and guidance to the board in carrying out its fiduciary duties, making sure that it operates within legal and ethical boundaries.

Among their many duties, they’re responsible for maintaining accurate records of board meetings, managing board communications, and ensuring compliance with governance policies and regulations. They help ensure the...

As a board director, you’re probably familiar with the principles of ESG (Environmental, Social, and Governance). ESG has become increasingly important in the world, and at home, as organizations strive to align their values and practices with those of their stakeholders. Over the last while, ESG has evolved into the longer view of sustainability. It's important to understand what this evolution means for your company or non-profit.

“Sustainability” means meeting the needs...

The board governance landscape continues to evolve around us, making the role of internal audit more important than ever. As a board director, whether the organization you serve is a large for-profit corporation or a local non-profit, internal audit’s insight and assurance is an indispensable resource to help you fulfill your role.

Essentially, internal audit serves as the board’s eyes and ears. It answers the key oversight question, “How do we know?” by providing an...

Last week’s blog dealt with board succession. If you read that post (A Better Way to Fill Board Seats), then you know I’m an advocate of treating board succession as an ongoing process of planned renewal.

Maybe you also noticed that we glossed over the whole topic of actually selecting the right director for your board – a process that is complicated enough to merit its own separate blog post.

So, let’s delve into the topic of board recruitment now.

Pinpointing...

Does this sound familiar?

A long-standing, knowledgeable and well-respected director will soon be stepping off your board. This will create a vacant board seat.

Once the board becomes aware of this impending departure, a board committee is tasked with finding a good candidate to fill the seat. The committee scrambles to interview a few candidates and recommend one of them to the board.

The board rubber stamps the committee recommendation and – bingo! – there’s a new board...

Much has been written and discussed about purpose since May 2021, when we posted our Savvy Director blog, The Purpose-Led Board. One of the key points for boards and their management teams was a siren call to collaborate toward a common understanding of the purpose — the ‘why’ — that guides the mission, vision, and values supporting their work.

When organizations are formed, there’s usually a clear purpose in mind. It’s often described as the reason why a...

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...

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...

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...

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...