Understanding how your Board can be effective begins with an assessment of your Board’s architecture. Author, consultant, and non-Executive Director Mark A. Pfister joins us to talk about what he means by the architecture of a Board and how individual Board members need to meet the demands of their roles in order to serve the organization well. This conversation touches on a number of key governance principles and best practices and we hope you enjoy it as much as we did.
Mark A. Pfister is CEO & Chief Board Consultant of M. A. Pfister Strategy Group, an executive advisory firm that serves as a strategic advisory council for executives and Boards in the public, private, and nonprofit sectors. He is also Chairman & CEO of Integral Board Group, a specialized Board services and consulting company. Mr. Pfister is a ‘Board Macro-Influencer’ and his success has been repeated across a wide range of business situations and environments. He prides himself on being a coach and mentor to senior executives and directors. In Board Director circles, Mr. Pfister has earned the nickname ‘The Board Architect.’ His book is available on Amazon: https://www.amazon.ca/Across-Board-Architecture-Effective-Directors/dp/0692064265
How can a Board build trust in its organization and broader community? Can a Board really monitor and even measure trust? How? Rahul Bhardwaj, CEO of the Institute of Corporate Directors, sits down to discuss with us the critical role that all Boards play in rebuilding trust in their organizations. The ICD’s recently published Trust Toolkit explains that companies that are industry leaders “regularly outperform the overall trust level for their sector.” Join us to find out why trust is so important today and how having your Board pay close attention to it can help your organization and your community to thrive.
The song “Don’t Fall Asleep at the Wheel” by Red Simpson tells the story of a veteran trucker offering advice to a beginner trucker. Red offers lots of great lessons to the young man including “try out your brakes… try to make time to read all the signs if you’re truckin where you ain’t been”. But, most of all, he offers his most important piece of advice – “don’t fall asleep at the wheel.”
It might be a bit of a stretch (and you’d really have to like old time country music), but Red’s song may offer something of value to Board members. I thought of it after reflecting on the conversation we had with Chris Makuch on episode 9. As we have noted before, the simple role description of the Board member as described by Jim Brown is to “direct and protect”. While this description is fairly straightforward, the execution of the role is a bit more complex. There are lots of factors for Board members to consider when they are discerning how to direct and protect their organization. Most of all, you don’t want to be perceived to be “asleep at the wheel” and neglect some aspect of the business that is preventing it from achieving its goals.
Our conversation with Chris reminded us of the importance of staying alert and having a clear understanding of who it is that “owns” your organization. Every organization has some set of “owners” or group that they are ultimately accountable to – be it shareholders, government, funders, the public, etc. The Board is ultimately acting on behalf of these owners and when the perception is that things aren’t going well, Board members are vulnerable to being removed. There are mechanisms in place to appoint, renew, replace, and remove Directors in any organization. It is critical to be aware of how those mechanisms operate as well as how your organization and its owners are measuring success. If the owners are uneasy with your performance or if they see large gaps in your business model, they may look to replace the Board and exert their influence so that they can “right the ship” according to the direction they plan to head. As a result, it is necessary to primarily focus on your organization’s health but to also keep a close eye on who owns the corporation and how they may push and pull levers to force decisions at the Board table.
In publicly owned corporations it is obvious that the owners are the shareholders. The challenge can be understanding who the shareholders actually are. Chris argues for the need to have transparency so that the Board knows who owns the corporation and can regularly engage with shareholders to build good relationships (hence the issues with proposed changes to form 13f). You may want to consider giving him a call if you find yourself in a situation on a Board without regular check-ins with shareholders. One of Red Simpson’s other pieces of advice is to “watch out for bears” – some sage wisdom for corporate Board members and a great reminder that professionals like Chris and MaisonBrison can help you keep an eye on an often overlooked but critically important piece of information.
In a not-for-profit corporation, the “ownership” is a little murkier. No one technically “owns” the corporation however there are overarching authorities that can significantly impact the work of the organization when their priorities differ. Government programs, new policies, or changing funder priorities, for instance, may force the Board to consider how they should react to the various policy levers at play that are outside of their control. If the Board is “asleep at the wheel” and not aware of these outside influences then it may be time for a serious rethink of who is around the table. It may also be time to give a directive to management to start bringing this critical information forward on a regular basis so that we can be aware of it, not be surprised by it, and ultimately stay focused on our purpose and mission.
So friends, stay focused on what matters and don’t fall asleep at the wheel.
This week we are joined by Chris Makuch, Vice-President of MaisonBrison, to talk about the importance of shareholder engagement and Boards under stressful situations. This was a great learning experience for us. Chris opened our eyes to the complex issues that arise for Boards related to this topic and it is a fascinating area to unpack. The questions we asked Chris included: – What are proxy contests, why are they important, and why should Boards care? – What should Boards be worried about when viewing activist investors? Do activist investors present opportunities for the Board? How can Boards stay informed about who owns the company? – How do you recruit Board members in light of possible proxy battles? How do you make sure you have diversity of opinion around the Board table? – How does the Board stay focused on key strategic and industry measures while there is added pressure from activist investors or powerful shareholders with different viewpoints? – What are some common red flags you have seen around Board tables? – How can Board members think like activist investors? – How much of an impact might the proposed changes to form 13f make on Canadian corporations?
The Governance Guys 