Are You Diversifying Your Board Portfolio?

Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

I began my board journey without the thought of diversifying my board portfolio. In saying “board portfolio”, I am referring to the various boards you lead and serve on. These boards collectively make up your board portfolio. Analogous to your investment portfolio, you want to be strategic in developing your board portfolio to accurately reflect your risk profile and the stage/age of your career. Just like your investment portfolio, you should monitor and review your board portfolio on a regular basis to ensure you are getting a return on your board portfolio.

When thinking of diversifying your board portfolio, here are three key areas for consideration:

  1. Consider the Evolution of Your Board Journey

In evaluating the evolution of your board journey, you may think about the size and stage of the boards you serve on. For example, if you join the board of an emerging company, the director’s role is often weighted to a value-add role and more hands-on. As the company matures, the role may become more weighted to an oversight role. To better understand your role on a board, please refer to my previous blog post here.

With that said, it is important to understand consider the time commitment required for each board you serve on. Each board you serve on will go through different stages as a company. These include: emerging, growth, transformation, downsizing and possibly restructuring. Each stage that a company goes through will require different time commitments, so it is critical to be aware of the amount of time you have for each board you serve on.

In being aware of the stages a company goes through, it is important to consider that each board you serve on will be faced with different governance issues during your tenure that will add to your board governance experience. Some governance issues that you might face as a board member include: CEO succession/development, M&A transaction, IPO, major investments, disruption in the industry.

Each stage a board cycles through may present a new or different pace at which they work, depending on what issues the company faces. As a colleague of mine, Tamara Paton, a serving Corporate Director states:  “Even the pace of change facing an organization can give us fresh insight into how organizations work, how to motivate and compensate executives, and how to anticipate disruption.”

As your board journey matures, consider taking on governance leadership roles. As you evolve in your governance experience, you may consider stepping up in leadership roles as a Chair of respective committees you serve on. As a Chair, you learn to: i) generate dialogue among your board colleagues, and ii) facilitate the committee to make informed decisions. Both experiences prove invaluable in advancing your skills as a member on a board and in diversifying your board experience.

  1. Consider Going Outside Your Comfort Zone

When looking to go outside of your comfort zone, ask yourself the following questions:

Have you thought about diversifying your board portfolio by joining boards that are in new industries or sectors? While joining a board in a new industry or sector may present some level of risk, it may also offer an exciting opportunity to expand your skillset. For example, I joined a Canadian Medical cannabis company board that recently went public (see: MedReleaf, TSX-LEAF: https://medreleaf.com). I was initially considered for this board because of my financial expertise, public company, retail/consumer and regulated industry experience. For me, joining MedReleaf offered an opportunity to take learnings from other industries and apply them to the newly emerging cannabis industry.

Have you considered joining a new committee?  I am typically asked to join an Audit Committee because of my financial expertise. However, sometimes it is valuable to venture outside your comfort zone and serve on a committee that will present a steep learning curve. You may bring different perspectives and new ways of looking at governance/business matters the board is facing and prove to be an asset to the committee. Branching out and joining a new committee may open the doors to other opportunities. For example, sometimes a Special Committee (SC), – comprised of independent board members is formed to address unique issues facing the company. The SC issues may include: CEO search, a significant transaction or a special investigation. Such experiences provide unique and challenging learning opportunities where you will learn new skills which you can apply to boards you are already serving on.

When is the last time you took risks or challenged yourself regarding your board portfolio?

When you join a new board or committee, you are provided the opportunity to meet new people outside of your current network. I have joined boards where I was the “outsider” to the existing board and had to “earn trust and credibility” of my board colleagues. It takes time and you need to show up, be prepared, listen and ask questions. While intimidating at first, expanding your network provides the opportunity to learn from others with different industry experience.

  1. Other Issues to Consider When Diversifying Your Board Portfolio

Of vital importance for consideration when taking on new board opportunities is the corporate calendar and the fiscal year-ends. If you have several corporate boards with a fiscal year-end of December 31st, you may experience conflicting demands in regards to your time and schedule. As many of us know, fiscal year-end presents a demanding financial reporting period.

Of final consideration when looking to diversify your board portfolio is board compensation. As a Corporate Director, your board compensation can vary depending on the size and stage of the company you are serving as a board member. There are some good references on board compensation that can be found here: “Canadian Spencer Stuart Board Index 2016 – Board Trends and Practices of Leading Canadian Companies”

When you are thinking about diversifying your board portfolio, the type of board compensation is a consideration. Are you prepared to receive 100% equity based in the form of Deferred Share Units (DSUs) or a mix of cash and equity?  Your board compensation may also depend on the committees you serve on and whether you chair the board or a committee.

As you consider new board opportunities, it is important to consider diversifying one’s board portfolio, otherwise why join a new board?

The Value of Public Sector Board Appointments

Written by:
Audrey Wubbenhorst, MA, MBA
Business Professor, Board Director

Early in my career, I had the privilege of working with a very senior leader at a major financial institution.  At the time, she had significant board experience and was Chair of a large Canadian university.  I was working with her on Communications and travelled with her to listen to her speeches and media interviews.  Over and over again, she would be asked about her career and she spoke candidly about the value that board service brought to her career.

At the time, I started looking into serving on a board.  Altruvest had an online learning program which I completed.  They also had a live database of postings.  I applied to serve on the board of a women’s shelter.  I was interviewed for the role by a panel and was successful.  I worked with that organization for two terms (about six years) and saw them open a new, larger, accessible building.  I had the opportunity to work with all levels of government and contribute to major organizational changes.  I also made some lifelong friends.  It was time well spent.

I took a break from board service for a few years when my son was born but I kept my eye out for openings.  In 2011, Toronto Community Housing was looking for a number of board members.  I applied online without any connection to the organization.  After another panel interview, I was appointed to the board – my first public appointment.  I later was successful in being appointed to the Central LHIN and Build Toronto.  These crown agencies are unique in that they are complex, highly visible and play important roles in our cities and provinces.  Overall they are excellent experiences for developing business acumen, leadership and strategic thinking.

Now I teach a number of courses and have been fortunate to work with students interested in careers in all kinds of fields.  I advise them to get started on their board careers early.  They have so much to offer and have the gift of time to commit and learn.

If you are interested in public appointments, you can find them here:

You can also join Women Get on Board as a member https://womengetonboard.ca and you will receive regular email blasts with board opportunity postings. I will be facilitating a session that will be hosted by Women Get On Board on September 21st,  on “How to Get Appointed to a Public Sector Board” – to register, click here: http://bit.ly/WSSep212017

Are You Thinking of Creating an Advisory Board?

Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

I’m often asked about whether an emerging company should create an Advisory Board versus forming a governance fiduciary board. My response to entrepreneurs thinking of creating an Advisory Board is to be strategic in the formation of your Advisory Board.

An Advisory Board is not a Board of Directors with legal and fiduciary responsibilities. In contrast, an Advisory Board does not have any formal legal responsibilities and liabilities. Rather, an Advisory Board is created by the CEO of the company to get advice and support.

Over the years I have been invited to serve on Advisory Boards & Councils and have enjoyed providing strategic advice and guidance. More recently, I had the opportunity to create an Advisory Board for Women Get On Board, consisting of members with experience and connections in governance, law, investment banking, accounting, financial services, corporate finance, mergers and acquisitions, professional development, and media. Thank you all for your commitment and support to help us fulfill our mandate to connect, promote and empower women to corporate boards.

Five key strategic considerations when creating an Advisory Board:

  1. What is the purpose of this Advisory Board?

Usually an emerging company creates an Advisory Board to augment the talent on the leadership team with accomplished and connected business leaders. These business leaders are thought leaders, connectors and influencers that will use their network to make connections and provide strategic guidance and expertise to help accelerate growth, manage risk and enhance operational performance.

  1. Who do you want to invite on your Advisory Board and what is the value they will add?

First of all, you will want to prepare a skills matrix to identify the skills/expertise you need on your Advisory Board. You may want to bring in business leaders who have skills/expertise in areas like Digital Media, Private Equity & Venture Capital M&A, Capital Markets, IT, Sales and Marketing, as well as knowledge of the industry. It also helpful for prospective Advisory Board members, know the company they keep!

  1. How would you compensate your Advisory Board members?

If you are an emerging company, cash is king. You can certainly grant some form of stock options or equity to the Advisory Board for their time and their network. Or maybe it is about these business leaders paying it forward and helping an emerging company with its strategic planning, access to capital and customer introductions.

  1. Should there be term limits and is there a succession plan?

It is important when you ask someone to join your Advisory Board to define the expectation of their time commitment. Most Advisory Boards that I have been involved with typically have a 2 to 3-year term and meet 3 to 4 times a year in person. Sometimes there is a sub-committee that you will be asked to serve on, and occasionally there will be calls with the CEO on as-needed basis.

As you build your Advisory Board the skills/expertise you need in the early formation of your emerging company may be different as you grow. Be mindful of your succession plan for renewal of your Advisory Board members.

  1. What is the mandate of the Advisory Board?

Do you have a terms of reference or a mandate for the Advisory Board that describes the following items?

Expectation – What is the expectation of the role of your Advisory Board members. Is it to provide strategic guidance, for introductions, or to attend meetings?

Time Commitment – Is there a meeting schedule? How often will you meet?

Term Limits – How long is the term?

Compensation Terms – Is it a “pay it forward” or are there stock options or some form of equity, or a retainer?

Marketing – Will you be showcasing your Advisory Board members on your website and other marketing materials?

Once you have thought through these five key strategic considerations on creating an Advisory Board, it is really up to the entrepreneur to engage members of their Advisory Board. The more engaged your Advisory Board members are the more they can help you grow your emerging company!

Tips on How to Get Appointed to a Public Sector Board

 Highlights from ‘The Public Board Appointment Process, a Women Get On Board event co-hosted by Welch LLP, was held on February 8, 2017. The event featured Audrey Wubbenhorst of Build Toronto and Elke Rubach of Rubach Wealth as panellists and Paul Gryglewicz of Global Governance Advisors as moderator. Each of the panellists provided their own insights and perspective into the public sector board appointment process.

A public sector board is a group of directors appointed to provide oversight and guidance to public sector organizations at the federal, provincial or municipal level. For example, these organizations include crown corporations agencies and committees.

Serving on a public sector board allows you to contribute to your community, as well as provide meaningful professional growth in your career. It can also help you extend your personal network.

As an aspiring public sector board member, the best thing to do is: go ahead and apply!

One place to start is to visit the City of Toronto Public Appointment website.

What you need to know about public sector boards

 Appointment process for the City of Toronto: 

  • It may take 6 months or more between applying and being invited for an interview, so don’t be discouraged. Instead, continue applying to relevant board opportunities.
  • The panel interview typically consists of 6 questions to be answered in 20 minutes. To succeed, you will need to come prepared to state your value proposition.
  • Applications are vetted and ranked using a transparent and standardized process.

Dynamics of public sector boards: 

  • While there are set terms for most public appointments, the government in power and election cycles often have an effect on public sector boards.
  • Both city councillors and citizens may serve on municipal boards. It is important to understand the board composition in your due diligence.
  • Being on a public board in the media spotlight can bring unexpected visibility for new appointees.

How to get appointed to a public sector board: 

  • Due diligence: research and review of board information that is publicly available, such as meeting minutes and attending public sector board meetings that are open to the public.
  • Apply: If you have the skill set they are seeking, apply online. Remember, you can be appointed to only one public sector board at a time, but you can apply to all that interest you.

In summary, it takes time and effort to get appointed to a public sector board.  While the dynamics are different from corporate and not-for-profit boards, serving on a public sector board allows you to gain significant board experience and make a meaningful positive impact in your community. Public sector boards welcome applications from diverse candidates!

If you’d like to launch your board career by serving on your municipal or a provincial board, register for Women Get On Board’s workshop ‘How to get yourself on a board’ on Wednesday, March 29, 2017.

Written by Nat Korol of Hyphen Co., an affiliate partner of Women Get On Board.

Why a Diverse Board Makes Good Business Sense

 

Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

There is a lot of focus currently on the topic of diversity on boards. The underlying premise for diverse boards is no longer about good corporate citizenship but rather about contributing value to a business, and that makes good business sense.

Top 5 Business Reasons for Diverse Boards

  1. Improve corporate financial performance. Studies have shown that companies with more diversity on their board have had higher financial performance in three important measures: Return on Equity, Return on Sales, and Return on Invested Capital.
  2. Enhance decision-making quality. Diversity of thought comes from, race, gender and ethnicity and extends to age, culture, personality, skills/expertise, educational background and life experiences. More diversity on boards helps avoid ‘group-think’ and increases independence, which can enhance the quality of decision making on the board.
  3. Broaden networks to tap into for board renewal. Board members should ask themselves:
    ~Does the composition of the board represent the employee base, the customer base or business partners/competitors?
    ~What skills or perspectives do we need to broaden that is not currently on the board?
    ~What is our diversity mandate and what steps have we taken to increase board diversity? (For more information on diversity mandates, please read my related post: Are you advancing your Board Diversity mandate?)
  4. Foster innovation and creative thinking. Functionally diverse teams are more innovative, set clearer strategies, are more likely to react to competition, and are quicker to adapt to organizational changes.
  5. Enhance board effectiveness. Boards need to be accountable for their own actions and this begins with evaluating their own performance through annual board assessments.

If you are building a diverse board because it makes good business sense and are seeking qualified diverse board candidates, please email connect@womengetonboard.ca.

How to be an effective director: the role of director education

Women Get On Board event presented by The Directors College on November 9, 2016

Many will agree that a board of directors is much more than the sum of its parts. One of the most impactful factors in overall board effectiveness is ensuring that skills, expertise and personal attributes of individuals on the board meet the needs identified in the board skills matrix. Dr. Michael Hartmann, Principal of The Directors College, noted this as he moderated an insightful conversation with our panel of governance professionals consisting of Lynn Beauregard and Anna Paluzzi, C.Dir.

From left to right: Dr. Michael Hartmann, Anna Paluzzi, C.Dir., and Lynn Beauregard, President, Governance Professionals of Canada (GPC).
From left to right: Dr. Michael Hartmann, Anna Paluzzi, C.Dir., and Lynn Beauregard, President, Governance Professionals of Canada (GPC).

The panel explored how to be an effective director through the value of continued governance education, how to apply the lessons learned through formal education to real board experience and ultimately, how to evolve into an impactful and effective member of the board.

Value of taking formal board education:

I cant put a price on the networking and the relationships that extend beyond the course.
~ Anna Paluzzi, C.Dir – 2015 graduate of The Directors College

  1. Foundational information covering everything board related.
  2. Personal growth through conversations with peers with varied values, opinions, and ideas. As a board member, one requires the consideration and patience to ‘group think’.
  3. Expansion of professional network through dialogue and learning from one another.
  4. Everything learned and experienced through formal governance education is applicable to directors. You refer to the foundational information to help with the structure and processes of the board to be more impactful.

Drivers behind individuals taking formal education, Dr. Michael Hartmann, Principal of The Directors College:

  1. Knowledge: overall knowledge and thorough understanding of board responsibilities and dynamics provides confidence and certainty.
  2. Behaviour: by taking formal governance courses, students found it was a time of self-reflection, diversity of thought, and openness to altering pre-conceived views.
  3. Best governance practices and formal accreditation.

Accreditations show that you have the knowledge and understanding of the fundamentals and also embeds you in a valuable network. As a director, you need to think about where the gap is that you can help to close? Where do you have gaps that need to be developed? That may be quite focused versus formal education, that’s more holistic.
~ Dr. Michael Hartmann

What current or emerging topics do boards need to be better educated on?

Management needs to give enough information regarding its challenges in a manner thats understandable by all (no acronyms!). This is because board members are expected to make decision based on that information. That said, board needs to also ask questions.
~ Anna Paluzzi, C.Dir.

Orientation:

  • Interactive moments that create a dialog between the directors.
  • Individual training to facilitate a conversation regarding organizational risks.

Risk management:

  • What are you going to do to manage risk? What if the unexpected happens? As a board member you need to be prepared and trained to take on challenges.

Technology:

  • Understand and identify the gaps the organization has.
  • It’s about the context first, and the necessary technology second. What is the value the technology brings to the organization? How will technology help the organization fill the gaps?

Engagement:

  • Learn from the ground up what the organization is about, the decision you need to make and the challenges you need to solve. Engage with the organization’s community and stakeholders to understand the value of your decisions.

Key areas of focus:

  • Ensure inclusivity, appropriate orientation and fact finding for existing and new board members.
  • Identify gaps and information the board does not have.
  • Consider the unexpected and look to other industries and disruptions that occurred.
  • Learn from the ground up to understand the decisions the board needs to make, the challenges it needs to solve and the impact of such decisions on the community and the stakeholders.

What behaviours do board members exemplify to solve complex situations? How did you develop your own knowledge and skills as a director?

Youre only as good as the information, education and the support that you receive from the board members and senior leadership. Step outside of group-thinkbecause diversity of opinion adds significant value to the board.
~ Lynn Beauregard, President, Governance Professionals of Canada (GPC)

Key takeaways:

  • No egos or authoritarian approach to leading.
  • Step outside of personal viewpoints and be open to changing your perspective.
  • Ask questions that challenge.

What do formal board educators need to focus on?

Status quo doesnt work. The face of the boards is changing and educators need to refresh and bring the most up to date information [to its members and students].
~ Lynn Beauregard, President, Governance Professionals of Canada (GPC)

Key topics of focus:

  1. Innovation and diversity.
  2. Digital technology and digital disruption.
  3. Cyber risk.

How to manage change and how to be innovative. What trends are impacting TSX listed companies and how are other industries changing?
~ Anna Paluzzi, C.Dir.

What would you say to an aspiring director regarding taking formal governance education certification program?

The best way to get on a board, is to get on a board!
~ Lynn Beauregard, President, Governance Professionals of Canada (GPC)

Find organizations that are hungry for your expertise. Join a board of a smaller organization to get the confidence and experience, and then consider formal education.

Key takeaways:

  • Get on a board first.
  • Consider your aspirations.
  • Consider getting formal board accreditation once you’ve experienced being a board member.
  • Formal governance education is a big time commitment.
  • Sign up to Boardmatch to find opportunities.

What are your aspirations, where are you going with this, do you have the time to do this? Education should depend on what your aspirations are. But, I would highly recommend it. There is no downside. It help me become a much more effective director and share that information with the board.
~ Anna Paluzzi, C.Dir.

Whats the difference between being an effective board member and being an effective senior executive?

Nose in, fingers out but not mouth shut.
~ Lynn Beauregard, President, Governance Professionals of Canada (GPC)

The hats are very different between the board and management. As a board member, you’re there to provide guidance. You’re the visionary. You’re helping with the decisions, approving the direction but aren’t making those decision, that’s the job of senior leadership. A board should be more strategic in the thought process as opposed to operational.

If you’d interested about learning how to enhance your board experience and skills, read our “Top 3 Tips for Building a Board Profile”.

Conclusion:

Given a board’s critical role in being effective, it is important that each director ensures they devote time to ongoing education.

If you are interested in getting board ready, consider registering for a Women Get On Board workshop ‘How to get yourself on a Board on Wednesday, December 7, 2016. For additional information and to register for the workshop, please click here.

How to be an effective director’ derived from the Women Get On Board event held on November 9, 2016 was conceptualized, written and formatted by Nat Korol, partner at Hyphen Co., that partners with organizations to help navigate and implement the right marketing and design solutions to realize your business objectives.

 

How to Prepare for Corporate Board Roles

 

photo credit: alexisjordanlewis Board room via photopin (license)
photo credit: alexisjordanlewis

Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

The first step in getting prepared to lead and serve on a corporate board is to make a plan. As, I’ve written about before, getting board-ready is a journey. A journey where you need to be realistic in your skills, experience and value that you bring to a corporate board while acknowledging that there are lots of qualified corporate directors looking for corporate board opportunities.

I’m often asked how to begin a corporate board journey. And my best advice is to ask yourself these 10 questions to help you prepare yourself to lead and serve on a corporate board:

10 Board-Ready Questions

  1. Do you have a minimum of 10 to 15 years of experience in a senior executive role in the public, private, crown or not‐for‐profit sectors?
  2. Are you prepared to commit at least 200 to 300 hours per year to a corporate board role?
  3. Do you have the support of your own Board of Directors and/or senior executives to serve on a board?
  4. Do you have a formal governance certification or designation (C. Dir or ICD.D) from the Directors College or the Institute of Corporate Directors?
  5. Have you ever served on a board, not‐for‐profit or for profit?
  6. Are you a team player that understands the dynamics of boards is one of the most critical components of good governance?
  7. Do you fully understand the role, responsibility and liability of a corporate director?
  8. Do you understand the difference between a board of directors role versus a management role?
  9. Do you have financial acumen—can you read and understand financial statements?
  10. Do you have experience in critical areas in our changing world such as Risk Management, International Markets, M&A, Cyber Security, Digital Media, Big Data, etc.?

To help you begin your board journey, Women Get On Board has two upcoming workshops; “How to prepare yourself for Board roles” on November 2, 2016 and “How to get yourself on a Board” on December 7, 2016.

Hope you can join us!

Understanding Your Role on a Board

Originally posted on September 15, 2015.

Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

There are two roles you must play on a Board, one is Oversight and the other is Value-add.  I will highlight both roles with an extract from a chapter that I co-authored with Donna Price in 2008’s Entrepreneurial Effect by James Bowen and Glenn Cheriton, titled Corporate Governance-Directors of Emerging Companies.

(To promote understanding of a director’s role on a board and how to prepare for board opportunities, I am again co-facilitating Women Get On Board’s Getting Board-ready workshops from October to December 2016. Learn more about them here: http://womengetonboard.ca/workshops/.  Hope to see you there!)

The Oversight role on a Board

“The primary responsibility of directors is to oversee the management of the business and affairs of a corporation. This is referred to as an oversight duty. As a general matter, a business corporation’s objective in conducting business is to create and increase shareholder value. To this end, in addition to performing an oversight duty, boards also perform a value-added role. Decision-making generally involves developing corporate policy and strategic goals with management and taking actions on specific matters related to those policies and goals. Other matters, such as changes in the charter documents, election of officers, (and other matters referred to above), require board action (and sometimes shareholder action) as a matter of law.

All directors must understand that decision-making and oversight responsibilities come from prescribed standards of duty and conduct.

The corporate statutes impose two principal duties on directors: A fiduciary duty and a duty of care. As fiduciaries, directors have an obligation to act honestly and in good faith with a view to the best interests of the corporation.

As a director, you must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. This is known as the duty of care. In discharging the duty of care, a director must be concerned about process at least as much as, and perhaps more than, the actual decision taken. The duty of care underscores the need to implement corporate governance procedures to guide the board in decision-making. This means that pre-meeting, meeting and post-meeting practices should be oriented to providing the right information within a timeframe that will permit diligent discussion and decision. If a board makes a decision that may be contentious from a business perspective, provided the board gave sufficient thought and consideration to the decisions and were otherwise diligent, it will not normally be criticized. This is sometimes referred to as the “business judgment rule” and generally speaking, courts will not substitute court judgment for the business judgment of the board.”

The Value-Add Role on a Board

“In the formative years of an emerging company, the director’s role is more often weighted to a value-add role and as the company matures the role becomes more weighted to an oversight role.

Keeping in mind that the overall role of the board is to maximize shareholder value, directors also provide a level of insight, business acumen and personal network that extends beyond the company’s management team. These are some of the components that contribute to a director’s value-added performance.

The collective board should have sufficient industry knowledge and domain expertise (such as technical, operational or governance) in order to add value to board decisions and strategic priorities. Paramount to their duties, directors must select and oversee the CEO and monitor company performance. A value-added board should provide insight, advice and support to the CEO and management on key decisions and issues confronting the emerging company. Caution: “Nose in, Fingers out!” Boards must balance being too engaged in the day-to-day operations, with performing an oversight role.”


Women Get On Board presents Getting Board-Ready Workshops

These workshops help women gain insights and learn about the skills they need to prepare for board opportunities. Each half-day workshop will be facilitated by corporate directors and governance experts.

Understanding your role on a Board Wednesday, October 5, 2016  http://bit.ly/WorkshopOct5
How to prepare yourself for Board Roles Wednesday, November 2, 2016 http://bit.ly/WorkshopNov2
How to get yourself on a Board

 

Wednesday, December 7, 2016 http://bit.ly/WorkshopDec7

 

 

What Should Directors Think About When it Comes to Compensation Governance?

Interview by Antoinette Burrell, Communications Manager, Women Get On Board

Paul Gryglewicz, Senior Partner at Global Governance Advisors speaks about the key elements of Compensation Governance.

What are some of the current aspects of the Human Resource Compensation Committee’s (HRCC) governance process you think is critical for a newly appointed director?

 Any new director who has been appointed to the HRCC needs to get up to speed on the annual work plan the committee traditionally undertakes.  This may include a one-on-one talk with the compensation committee chair and other board members who are decision makers along with the head of HR and CEO.

It’s important to understand how that particular board manages the compensation process in order to get a perspective about how the process works. The director should start by reviewing a typical employment agreement (at a minimum that of the CEO) to understand the legal terms of the contract and various severance arrangements that could be owed to executives.

It then builds into understanding how the annual bonus and equity plans work by reviewing those documents. A review of this information will provide a new director with better clarity on the goal setting, vesting conditions, and other compensation agreements currently in place.

What are some key fundamentals that directors should understand about total executive compensation design that are relevant in today’s market?

First, get a firm understanding of the compensation philosophy and what compensation components the organization offers to key executives. For example, are they getting an annual bonus, a long-term incentive or both?

Then, review how the HRCC has traditionally managed the annual process. If there is a bonus structure, is it discretionary or formulaic? Find out which performance metrics are used to measure performance. Also, compare how others in the industry reward for executives in similar roles.

Finally, do some research to find out how the stakeholder community perceives executive compensation at your organization and determine the disclosure requirements for the organization.

What is one tip you would provide when a board needs to hire an independent advisor on executive compensation?

Boards should hire early in the fiscal year, so the advisor has the ability to understand the business and compensation strategy. During the hiring process, they should consider the characteristics of the individual. It should be someone who is forthright about recommendations, especially when there are tough decisions to be made. It’s also important for the individual to have extensive industry knowledge and be highly responsive, especially in demanding or urgent situations.

What are some good reference materials that directors should read to help them be current and be effective as a director in the area of executive compensation & CEO succession planning?

There is a lot of great literature on executive compensation out there in the marketplace. First off, a good daily read includes writings on what the media is saying about executive compensation. Get a sense for the pulse of the community in order to stay current on important topics and trends.

Secondly, seek out information published by associations. The Institute of Corporate Directors, The Directors College and/or Canadian Coalition of Good Governance publish a lot of thought leadership pieces related to compensation and succession planning. They offer a good balance of written material and also seminars that you can attend in person.

Third, look to professional services companies such as independent compensation advisory firms and law firms who often present a well-rounded perspective of the issues.

Last but certainly not least, it is also important to ensure an enriched annual education forum is provided to Human Resources Compensation Committee members – this can be done via a consultant coming in to do a custom education session or by attending some of the industry association events that may occur throughout the year.

What is one area in executive compensation that you think directors need to understand from a regulatory perspective?

Executive Compensation decisions need to be handled proactively. Best practice is to have the HRCC meet four times per year to review and discuss various compensation and human capital issues and continue that cycle in order to keep the information current. I would also highlight that if the HRCC gets the Corporate Secretary to minute all of the education events and conferences attended by each of the board members throughout the year, it provides good background to include as part of the annual circular (Proxy). This ensures that the board is prepared to explain the processes and activities as they happened, and also that information is reported accurately before too much time passes. Doing this presents well when the information needs to go into the public disclosure document.

The shareholder community has been on an escalating scale spending more time and attention scrutinizing board’s decisions on executive compensation, so it is critical the board understands who are the major shareholders and what are the proxy voting guidelines each follows.  Directors need to be aware that “shareholder acceptable”decisions that were made 2-3 years ago may not be viewed as favourably today.

A good example of this is the emerging negative view the shareholder community is taking on “out of plan”awards (i.e. special bonuses, for the executive doing something extraordinary for the shareholders in a given year – such as a meaningful acquisition). Historically and to a certain extent today, boards would provide special incentives over and above the current compensation arrangements.  These decisions are about to face more scrutiny of being acceptable coming into the 2017 AGM season.

In addition to this, the expectation that long-term incentive awards continue to adopt some form of performance conditions in order to vest is continuing to be reinforced through higher adoption of Performance Share Units (“PSUs”).

Want to learn more about Compensation Governance?

Women Get On Board in Partnership with Global Governance Advisors presents its inaugural Compensation Governance workshop. Register at http://bit.ly/WorkshopSept22.

 

Top 10 Tips to Help You in Your Journey to a Corporate Board

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Written by:
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board

Being a Corporate Director is much different than being an executive. A Corporate Director’s role is one of oversight whereas an executive’s role is to manage day-to-day operations. Getting yourself board-ready is a journey where you need to be realistic in your skills, experience and value you bring to a board. You also need to be mindful that it is a very competitive marketplace. There is an over-supply of qualified Corporate Directors for a limited supply of available corporate board seats.

As a Corporate Director and co-founder of Women Get On Board, my goal is to help executives make that transition effectively. This is why I want to share my top 10 tips to help you in your journey to a corporate board.

  1. Be fearless — use your confidence to embrace change.
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    Be independent minded and stand up for what you believe in.
    ~Do the right thing and be ethical in your decisions.
    ~Have courage, be brave, be decisive and be determined.
  1. Plan your journey, set goals and plan the path to your success.
    ~
    Be aspirational in your goals. What do you have a strong desire, longing, aim or ambition for.
    ~Think outside your comfort zone. Where do you want to be in 5 years, 10 years or maybe even 20 years from today?
    ~Tell your inner circle about your journey, goals and/or plans for your future.
  1. Be curious — explore new opportunities and solve problems.
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    Don’t be afraid to ask questions; seek to understand.
    ~Look for ways to re-invent yourself.
    ~Change is good, change is inevitable, so make change part of your life.
  1. Get involved in your community.
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    Seek out not-for-profit board opportunities.
    ~Volunteer for a cause that you care about.
    ~You will meet new people outside of your current business circle that you can help make a difference. 
  1. Continuous learning — invest in your professional development.
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    As professionals we have continuing professional development requirements…go beyond your requirements.
    ~Mastery =10,000 hours in a particular skill/expertise etc.
    ~Knowledge is power, so keep learning!
  1. Be your authentic self. (From The Four Agreements by Don Miguel Ruiz)
    ~“Be Impeccable with your Word.”
    ~“Don’t take anything Personal.”
    ~“Don’t Make Assumptions.”
    ~“Always do your Best.”
  1. Network, network, network.
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    Go to events that matter to you and meet new people.
    ~Invite someone new out to lunch or coffee.
    ~Ask for introductions.
  1. Be visible — speak up and stand out.
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    Be a thought leader; post your blogs, presentations and articles on social media.
    ~Speak up/comment on topics you care about or have expertise on.
    ~Take on leadership roles.
  1. Seek out mentors and sponsors.
    ~
    Look for a mentor outside of your organization. Find someone who inspires you.
    ~Become a mentor to others. You will learn a lot from them!
    ~Seek out a sponsor. Look for someone who will make introductions for you.
  1. Embrace and use social media to promote yourself.
    ~Enhance your profile on LinkedIn.
    ~Be active, thoughtful and relevant in your social media.
    ~Leverage your LinkedIn to attract new business, speaking and career opportunities.

If you would like more information and tips on how to prepare yourself for board roles, please visit Women Get On Board for information on the 2016 Getting Board-ready workshops. The purpose of the workshops is to help women gain insights and learn about the skills they need to prepare for board opportunities. These half-day workshops will be facilitated by corporate directors and governance experts. They will share their experiences to empower women to become more confident in order to lead and serve on boards.