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Top 10 Director Reads: 2nd Quarter 2015

6/22/2015

 

To compile a “best reads” list for corporate directors and director candidates is a challenge that keeps me on the cutting edge.  Feel free to just review the list, provide feedback on what you like and challenge what you feel is not worthy of the list- maybe even make suggestions about what to read next.

1) Changing the Nature of Board Engagement   
By Bill Huyett and Rodney Zemmel in McKinsey Quarterly - April 2015

2) Shareholder Activism: Who, What, When, and How?
Posted by Mary Ann Cloyd, PricewaterhouseCoopers LLP,
Harvard Law School Forum on Corporate Governance and Financial Regulation Forum


3) Balancing Division of Board Labor with Overall Director Responsibilities  
Posted by Eric Geringswald, Corporation Service Company
Harvard Law School Forum on Corporate Governance and Financial Regulation Forum


4) The Support-Challenge Tightrope in Board-CEO Interactions  
Jean-Francois Manzoni, The Shell Chaired Professor of Human Resources and Organisational Development and Professor of Management Practice, INSEAD

5) Demystifying the Risks of Board-Level Risk Committees
By Jaclyn Jaeger in Compliance Week

6) Strategy, Risk Oversight Are Lead Areas of Boardroom Focus  
By Deborah DeHaas in Deloitee Risk and Compliance Journal

7) DuPont Spent $15M to Keep Peltz Off Board  
By Jeff Mordock in The News Journal, Delaware Online

8) “No Pay” Provisions: The Forgotten Middle Ground in The Fee-Shifting Battle
Posted by A. Thompson Bayliss, Abrams & Bayliss LLP
Harvard Law School Forum on Corporate Governance and Financial Regulation Forum


9) No 'Silver Bullet' in Battle for Board Effectiveness
By Richard Summerfield in Financier Worldwide

10) Becoming a Public Company Director: Interview Strategies
By Tracy E. Houston, Founder eBoardGuru™.com

7 Power Cues for Public Company Director Interviews 

6/20/2015

 
I have observed both “bests and blunders” in many candidate interviews. Without fail, this high-level interview brings to light behavior under the influence of stress and reveals the haves and have-nots when it comes to executive presence. While executive presence is hard to define, we all know it when we see it.  This “it” factor - the combination of confidence, poise and authenticity – convinces us that we are in the presence of the real deal. The directorship interview is a time when candidates ask how to ensure and increase executive presence. But how does that happen? The answer may be found, in part, from new research done by social psychologist Amy Cuddy that shows how  "power posing" – standing in a posture of  confidence, even when we don't feel confident – can affect testosterone and cortisol levels in the brain,  and might even have an impact on our chances for success. We all are aware that body language affects how others see us, but it may also change how we see ourselves.

A savvy board candidate can learn this secret and use "power posing" that boosts confidence just minutes before the interview. Below are a few power cue behaviors that show confidence and lead to a genuine executive presence during an interview for a board seat. The candidate:

1. Sets the right tone when entering the room for the interview with straight-up, lead-with-the-heart posture.

2. Knows how to pitch their voice to project leadership that speaks of a grounded sense of earned authority.

3. Uses an occasional pause with a natural ease to add emphasis and let the interviewers consider their comments.

4. Uses a sophisticated level of eye contact with a 30-second hold and watches for triggers that both gain and lose the focus of others during the interview.

5. Makes sure their voice carries easily so that everyone can hear them in the room.

6. Focuses on the interviewer’s body language as much as on what is being said and responds to both with a measured energy that allows for a give and take conversation.

7. Can spot the person/s in power at the interviewing table and develops a connection from a place of executive maturity to cement a knee-to-knee connection.

For more information, see: Becoming a Public Company Director: Interview Strategies and Becoming a Public Company trilogy.

BOARD GURU™ ANNOUNCES NEW EBOOK – FINAL IN TRILOGY       Becoming a Public Company Director: Interview Strategies

6/10/2015

 

(Denver, CO – June 11, 2015) - Board Guru™, the premier global player in virtual board and director development, announced today the debut of its final book in the Becoming a Public Company Director trilogy - Becoming a Public Company Director: Interview Strategies. Board Guru™ eBooks are exceptionally valuable and timely tools to guide today’s busy professionals through the maze of best practices of corporate governance.

“There is no interview like the director interview. My ‘tales from the field’ reveal never before written wisdom that can make the difference between winning and losing a board seat. This first-of-its-kind book reveals power tips about the closely-held director interview process with content that is a combination of big insights and practical strategies around impact, credibility and connection. The savvy board candidate will find help to sharpen their interview skills with insights into specific strategies that distinguish the very best candidates for board seats,” said Tracy Houston, Board Resources Services, President and creator of the exclusively digital eBook series for corporate governance. “My goal was to help candidates develop a ‘relevance telescope’ that highlights what really matters. This is a ready reference that director candidates will return to again and again for the crucial information needed to gain a board seat.”

Board Guru™ eBooks aim to transform how directors and governance professionals keep abreast of company trends and create value in the boardroom. Think of the eBooks as a governance version of Cliffs Notes®.  With collaborative governance in mind, the eBooks combine the efforts of directors and boardroom experts in a platform that is concise, easy to use, and filled with real-world experience. Board Guru™ products omit the dogma and advance the need for practical leadership tools – a critical advantage for the 21st century.

Recently published titles include: Becoming a Public Company Director, Becoming a Public Company Director: Social Media Strategies, Board Evaluation: Creating Strategic Performance and Effectiveness, New Director Board Due Diligence, The Art of Constructive Challenge, and Boardroom Insider: Best Blogs, Resources and Insights.

And Now, Refresh Your Board 

5/13/2015

 
For the first time in modern history, we now have technology affecting every single sector in the economy. From agriculture to shipping, companies take inputs and collects data to help drive business. This, as an example of the 21st century business environment, requires directors to be up-to-date and will most probably drive the addition of younger board members. It used to be that in any industry, years of experience meant knowledge, leadership, and wisdom. But if you work in entrepreneurship, technology, or digital media, this framework may be dated. This next generation director’s contributions will be essential to how the very best companies make judgments, forecasts, and decisions. Davos replacement of economists with tech CEOs in high-level speaking slots is an example of how board members may need to be more data driven in the future when weighing in on strategic assumptions and economic potential from technology. There is no check-the-box or absolute right person for your next director. This is a company-by-company conversation. One thing is certain, new people with different experiences will bring new perspectives. Here are a few questions that can help drive the next director conversation:

·         What is the optimal mix of experience and knowledge for our board as the world, economy, and markets change?

·         Who has the breadth and depth in the industry to help address what the company will face going forward?

·         What are the key board and committee leadership skills needed?

The Mind of a Sitting Director – CEO and Board Relations

5/13/2015

 
Today’s business environment , where everything is in play, the possibilities, vulnerabilities and uncertainties make for an increasingly dynamic environment and clearly require more of sitting directors. A 21st century mindset that fits and can produce “deep smarts” is what I would like to propose in this blog.  With that in mind, I recently read a list for 2015 governance focus points posted on the Harvard Law School Forum.  From the items described for boards, I was most interested in the impact of shareholder activism on board decisions. Here are a few ideas to consider around the idea of a modern boardroom:

· To what degree does your CEO look to the past verses the future when presenting to the board?

· Do you get a solid impression that your CEO is listening – entertaining viewpoints especially opposing ones, from the board?

· Who are the sources, formal or informal that your CEO goes to for information at “the scene of action” per the company strategy or key risks?

Part of the reason why CEO and board relations intrigue me, is the fact that shareholders seem to be gaining in their efforts to influence the boardroom. While this may, in some cases, produce positive results for the company, it may come at the expense of other values that are central to the sustainability of healthy corporations. In other words, if directors put more time and attention to one of the most ambiguous aspects of their role, CEO and board relations, it may bring increased clarity when shareholders present concerns.

The Risks and Rewards of Being on a Board

5/13/2015

 
The single most important task before you join a board is due diligence. Being a director on board is a tradeoff. On the one hand, there is exposure to reputational and financial risk. On the other hand, there are benefits – tangible and intangible. In a world marked by disruptive forces, sharp scrutiny, and tighter board accountability, wise director candidates are asking more questions. Whether you are considering a for-profit, non-profit, government, or advisory board seat, examining both the risks and rewards in a systematic fashion sets the groundwork for a thoughtful career move.

Joining a board is a significant decision. That said, as a potential board candidate, it is wise to invest the time and money into a systematic due diligence process and discuss the results with an attorney, a board consultant, or other professionals before making the final decision to join a board.

For more information: New Director Board Due Diligence



Beware Board Biases in Decision Making

5/13/2015

 
Here are a few biases that directors can fail to recognize in a boardroom decision-making process. As your board moves forward on investment decisions, consider how each of these may be playing a silent but potent role.

Anchoring: Looking at past and present successes and not giving proper weight to adjustments in strategy when new information is presented.

Bandwagon Thinking: Other directors think this is a wise decision, so it must be worthwhile.

Confirmation Bias: The assumptions surrounding the decision are overwhelmingly positive without taking equal time to explore the possible negative outcomes.

Need for Closure: The need to draw a conclusion, or escape feelings of uncertainty, hurries the decision-making process, even when the environment is evolving.

Sunk Costs: The time and resources already invested are believed to be so great that a healthy debate on alternatives is dismissed.

Why Should Boards Conduct Director Succession Planning?

5/6/2015

 
Competition can be fierce for certain director candidates making director succession planning a key to company health. Leading companies pay attention to their ability to attract and retain the best people, and this philosophy is no different at the board level. Director succession planning can also help mitigate risk in the case of an emergency exit of a director. On the human side, the shock of an unexpected death can be softened with work that has already been completed in a thoughtful manner. For the progressive board, being proactive in succession planning is a best practice. With the average age of the U.S. director being 60-plus, common sense demands, not only an awareness, but to have some of the pre-work in place. Here are a few benefits gained from conducting director succession planning:

  • Plans for the impact of losing aging directors 
  • Advances the organization’s strategic and competitive position
  • Increases the talent pool of board candidates
  • Improves the board’s ability to respond to changing environments

Want Shareholder Value? Look at Board Competency and Contribution 

4/28/2015

 
The legendary Jack Bogle, Founder, The Vanguard Group, stated in a recent interview that directors need to focus more on creating shareholder value. There are many factors that create good, better and best boards. Here are a few focus points that can help create sustained shareholder value:

• Strategic planning that leverages director experience and wisdom and is reviewed with assumptions vetted on a regular basis.

• An education program that is customized to fill in any gaps that each director may have.

• Director succession planning that looks at current and future needs of the company, recruits from that vantage point, and plans for emergencies and natural off boarding.

• Board evaluation that optimizes value of effort with a prioritized plan of action, uses reports and feedback from a 3rd party facilitator, and integrates findings into strategic leadership and planning.

How Do I know If I am Board Ready?

4/18/2015

 
While viewpoints vary on what makes a candidate board ready, the following criteria can help to determine your level of board-readiness.

Quantitative Criteria

Aspiring Directors

  • Interest in directorship
  • No private or public board experience
  • Some operational business experience/expertise, but limited enterprise-wide business acumen
  • Currently serve on small not-for-profit board
  • For-profit executive or professional service provider who interacts with boards currently, with longer-term aspirations of serving on boards


Emerging Directors

  •  Experienced executive/professional with good business acumen developed through 15+ years of work  experience, 5+ years in a leadership capacity
  •  Senior management/leadership roles such as C-suite, senior partner, government or military 
  • Former or current director of a small- or medium-sized for-profit corporation, or a mid- to large-sized not-for-profit board 

Seasoned Directors

  • Experienced executive/professional with strong business acumen developed through 20+ years of work  experience, 10+ years in a leadership capacity
  •  Leadership roles such as C-suite, senior partner, government or military
  •  Past or current director of for-profit boards including publicly-listed corporations

Qualitative Criteria

  • Articulate communicator and good listener
  • High level of emotional intelligence ability to understand the dynamics of the boardroom, how to deal with conflict when it arises
  • Ability to balance a sense of unity with an openness to all relevant information even at risk of a fracas from time to time
  • Have a balanced sense of caution and have demonstrated success when taking prudent risks
  • Highly refined ability to self-assess 
  • Can enhance contribution through feedback
  • Can lead when appropriate, but aware of collective responsibility and engagement
  • Can challenge constructively and be supportive when necessary
  •  Sharp mind and good judgment
  • Self-confident without being ego-driven
  • Courage to stand up for that which is in the best interests of the company
  • Team player

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    Author

    Tracy E. Houston, M.A. is the President of Board Resources Services, LLC. She is a refined specialist in board consulting and executive coaching with a heartfelt passion for rethinking performance, teams, and the boardroom. 

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