The Care & Feeding of an Effective Board: Getting the most out of your directors.

Author:Charan, Ram
Position:DIRECTOR DEVELOPMENT
 
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The right support makes a huge difference in a board's ability to govern well.

Directors are extremely busy people who are often under mental stress. The dread of an activist shareholder, or a cybersecurity attack, or demands for accountability from institutional investors is ever present.

Then there is the physical stress. Travel delays, cancelled flights, traffic jams on the way to the airport and unhealthy snacks in the boardroom all take their toll.

Here are five items to help directors use their time and energy more productively and reduce the physical hassles.

  1. Make information easy to digest. Great directors are masters of cutting through the clutter. They get to the point with amazing speed and pinpoint laser- sharp insights. They ask simple questions that open people's eyes.

    They need pithy, extremely well-organized, and coherent information packages and presentations. And they need the package one week ahead of the meeting to do justice to dialogue in the boardroom.

    In one case a superb director coached the CFO to redo his presentation from 50 pages to just seven. The issue was whether to cut the dividend in 2010 in the depth of recession. The revised presentation helped directors get to the heart of the issue very quickly:

    Slide 1: Statement of the question whether to cut the dividend or not and if yes, by what amount and when, along with the recommendation to keep the dividend as is.

    Slide 2: Why? Cash flow forecasts under three mutually exclusive sets of assumptions regarding capital markets, industry demand and competitive moves. A footnote steered directors to the appendix for detailed data and analysis.

    Slides 3 and 4: External trends and data from Goldman Sachs.

    Slide 5: Management's view of the moves by peers.

    Slide 6: Explicit description of consequences of a dividend cut on the stock price.

    Slide 7: A repeat of slide 1, stating the question and the recommendation.

    The CFO's presentation was done in 15 minutes and was followed by a 30-minute discussion of the pros and cons. Directors had received the deck one week ahead and had time to study the appendix. The meeting was over in 45 minutes.

  2. Create a 12-month agenda. Directors' total face time as a full board varies from some 40 to 60 hours. So much to do. So many external pressures.

    Pick the highest value items for the board to focus on over the next 12 months. Block out the quality time required to get the best output. In a year, four to five topics will require three...

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