Are You Thinking of Creating an Advisory 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.

2. 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!

3. 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.

4. 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.

5. 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!

Why a Diverse Board Makes Good Business Sense

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 Prepare for Corporate Board Roles

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.

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

Top 10 Tips to Help You in Your Journey to a Corporate 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.
   ~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.

2. 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.

3. Be curious — explore new opportunities and solve problems.
   ~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.

4. Get involved in your community.
   ~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. 

5. Continuous learning — invest in your professional development.
   ~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!

6. 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.”

7. Network, network, network.
   ~Go to events that matter to you and meet new people.
   ~Invite someone new out to lunch or coffee.
   ~Ask for introductions.

8. Be visible — speak up and stand out.
   ~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.

9. 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.

10. 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.

Are You Advancing Your Board Diversity Mandate?

It still surprises me that in the 21st century Canada’s boardrooms are not more diverse. In fact, I often get asked to consider a board opportunity because the company is looking to add diversity to their board. As of January 2015, the Ontario Securities Commission’s (OSC) implemented disclosure rules for TSX-listed companies to “comply or explain” in regards to their board diversity. It is hopeful that this will lead to positive changes ahead in how corporate boards recruit new board members.

Be an Agent of Change
As a corporate director, I believe that the OSC “comply or explain” disclosure rules present an opportunity to build stronger boards through change. There is research to support that more women on boards brings better financial performance including higher return on sales and better stock growth. As well, non-financial performance, like bringing diverse viewpoints, skills and experience, can improve overall decision making, enhance a company’s capacity to build a pipeline of potential future women executives and encourage innovation.

So, how can you be an Agent of Change in making board diversity a strategic opportunity for board-building? The first step is to ask yourself these 10 questions to help advance your Board diversity mandate.

10 Board Diversity Mandate Questions

1. Do you perform an annual board assessment of your current board composition, and do you have diversity of thought, skills, experience, gender, age, industry and geographic?
2. Have you defined what board diversity means to your company in terms of the commitment and needs?
3. Do you have set term limits and/or age limits for your current board?
4. Do you have a board diversity policy that sets out targets for women representation on your board?
5. Do you go outside your current network when looking for new board talent?
6. Do you have an internal diversity champion?
7. Do you perform an annual board performance evaluation for board renewal?
8. Do you keep an evergreen list of diverse board candidates for board renewal?
9. Do you have a board succession planning process?
10. Do you ensure there are diverse board candidates in the board search process? (Do you know about Women Get On Board and our directory that we are building of qualified women corporate directors?)

Diverse boards enhance a company’s financial and non-financial performance. So, let’s all step up today and collectively be Agents of Change in advancing board diversity in Canada. Together, we can make a difference in advancing diversity as a strategic opportunity for board-building.

Top 5 Tips to Help You Become Financially Literate to Serve on a Corporate Board

Every Board member has a financial oversight role. Even if you don’t have financial expertise, you are still expected to have a level of financial literacy. This means that you need to have an understanding of the fundamental concepts, conventions and principles underlying financial statements.

Top 5 tips to help you become financially literate for corporate boards:

1. Develop a plan and begin the work. Begin by reviewing the annual filings of TSX listed companies that you are interested in.
2. Look for a mentor or someone who has financial expertise. Ask someone you know that has financial expertise if you can spend time with them over the next year to help you understand financials.
3. Do your financial due diligence before joining corporate board. Review the annual audited financial statements, quarterly financials, Management, Discussion & Analysis (MD&A) and forecasts/budgets to understand the company’s financial position.
   Ask yourself with the following questions:
   ~Is the company solvent?
   ~Are they complying with their loan covenants?
   ~What is the company’s shareholdings structure, are there Related Party Transactions, what are the outstanding commitments?
   ~What is the status of their tax and other filing requirements?
   ~Did they receive a clean audit opinion? If not, why and is there a “going concern” note disclosure?
4. Understand the basic financial concepts/principles and the various financial statements. CPA Canada has great document you can refer to: https://www.cpacanada.ca/en/business-and-accounting-resources/financial-and-non-financial-reporting/international-financial-reporting-standards-ifrs/publications/reading-financial-statements-what-do-i-need-to-know-faq
5. Understand the role of the board, of management and of the auditors in the financial reporting of a Corporation.

Getting financially literate takes time, focus and commitment.

Interested in Becoming Financially Literate? Registration is still open for Women Get On Board’s ‘Understanding Financials for Corporate Boards’ Workshop: http://bit.ly/UFWorkshop2Apr20

Don’t miss a chance to win a Free Board Planning Consultation from Women Get On Board!
Sign up for our mailing list, refer a new member, or become a Women Get On Board member before April 30th, 2016, and be entered automatically into a draw for the chance to win a free Board Planning consultation – a $500 value. Visit www.womengetonboard.ca to sign up, refer or become a member by April 30th, 2016!

Top 3 Tips for Building Your Board Profile

Getting started on your board journey includes building a board profile. So, how does one go about it?  It starts with asking yourself what your value proposition is, and what unique skills and experience you bring to a board.

Here are my 3 tips for helping you build your board profile:

1. Define your unique value proposition

Boards are made up of a diversity of thought with members bringing different culture, experience, gender, ethnicity, age and geographic representation. So, what is it that you can bring to an already diverse board? What is your unique board value proposition?

Think of it like an “elevator pitch” where you have 10 seconds to tell someone what you bring to a board. In my case, I say that I have entrepreneurial and financial expertise with high growth and transformational companies in the technology, retail and consumer sectors.

2. Be true to what you passionate about

You need to pursue organizations that deal with what you are interested in or passionate about. For myself, I am passionate about dance. When I was asked to join Canada’s National Ballet School’s (NBS) Board, they asked me why was I interested in NBS, and I replied, “I always wanted to be a ballet dancer.”

Think about companies outside of your industry experience. It can be very rewarding to leverage your skills in a new industry with a whole new network and community to engage with. After spending over 20 years in the technology industry, I was asked to join a retail board, which made me excited because I love to shop. But, I am also a Canadian consumer so I understood that I could bring that perspective to the Board.

Get involved in your Alma Mater. Begin by serving on committees or councils to reconnect with your university and go back on campus. I started getting involved with Brock University by serving on the Dean’s Advisory Council for the Goodman School of Business, then on the President’s Advisory Council and was then asked to join the Board of Trustees.

3. Research the companies or industries that you are interested in

Review their values, mission and strategy. Do they align with your own skills, experiences and values? Will you add value?

I always evaluate Board opportunities in three ways:

1. How can I add value?
2. Do I have a personal statement of the attributes I can bring to the board?
3. How can I use my network to make meaningful connections to grow the business?

Building your Board profile is an ongoing process that takes time and takes focus. Good luck!

Interested in Getting Board-Ready? Registration is still open for Women Get On Board’s ‘How to get yourself on a Board’ workshop on March 30^th:  http://bit.ly/March30Workshop

Don’t miss a chance to win a Free Board Planning Consultation from Women Get On Board!
Sign up for our mailing list, refer a new member, or become a Women Get On Board member before April 30th, 2016, and be entered automatically into a draw for the chance to win a free Board Planning consultation – a $500 value. Visit www.womengetonboard.ca to sign up, refer or become a member by April 30th, 2016!

Preparing for a Board Interview

You have been asked to a board interview. Congratulations!  Now that you have landed the interview what do you need to do to prepare? A board interview is similar to job interview in that you want to put your best foot forward. Where board interviews differ is the preparation from a governance point of view rather than from a management viewpoint.

Top ten tips to help you prepare for a board interview

1. Understand conflicts. Ask for their corporate calendar and make sure it doesn’t conflict with your other current boards — also ensure that you have the time to commit to this board. Are there other conflicts that you have to be concerned with like your current employer, financial or related parties?
2. Know your value proposition. What value-add you will bring to the board? For more information see my blog on Preparing Your Board Resume.
3. Research, research, research. Do your due diligence. Go on SEDAR (www.sedar.com) and read the company’s latest annual report, annual proxy circular, quarterly filings and press releases. Also check out the company’s social media and what is trending online about the company.
4. Gain a strategic understanding of the company. What are the opportunities and challenges that the company is facing? Is the company going through transformational changes, or high-growth through acquisitions?
5. Prepare, prepare, prepare. Like a job interview, you want to come prepared to your
   board interview. Make sure you know what members of the Board you will be meeting with. Know their background, experience and skills. Find out who the independent board members are and what the ratio of executive to non-executive members is.
6. Understand the culture of the board. Where do you fit in? Look at the current board composition and their board diversity policy. What would it mean for you if you are being considered to be the “first” woman on the board? Ask questions about your fit. Find out how the board works together. Is it collegial? Does the board evaluate its own performance?
7. What board committees exist? What committee(s) would you be considered to join?
8. Know your expected contribution. Why did the company identify you as a board director candidate?
9. Compensation. Review their board compensation in their annual proxy circular. Is there an expectation to purchase shares?  Is the compensation in line with your expectation? How often do they do a board compensation review?
10. Practice, Practice, Practice.

If you are interested in learning more about preparing for board interviews and building your board profile, please sign up for Women Get On Board’s How to get yourself on a Board workshop on March 30, 2016: http://bit.ly/March30Workshop .

Refer a new member (or become a Women Get On Board member) before or on International Women’s Day, March 8th, 2016, and be entered into a draw for the chance to win one free ticket to a Women Get On Board workshop of your choice – a $300 value. Email connect@womengetonboard.ca to refer someone or join Women Get On Board by March 8th, 2016!

Understanding Financials for Not-For-Profit Boards: Are you Financially Literate?

Understanding financials for a non-finance person can be challenging and even overwhelming. A not-for-profit board role includes a financial oversight role, which means not-for-profit directors need to be financially literate. You do not need to be a financial expert, but you do need to have a fundamental understanding of the financial statements of the organization in order to determine its financial viability.

10 tips to help you become financially literate on a not-for-profit board

1. Understand what it means to be financially literate. Maintain your objectivity by being independent minded, and if you don’t know, ask; ensure you fully understand the financial issues of the organization.
2. Develop a plan to become financially literate and begin the work. Begin by reviewing the annual reports of organizations that you are interested in and/or are already serving on the board of.
3. Look for a mentor or someone who has financial expertise. Ask someone you know that has financial expertise if you can spend time with them over the next year to help you understand financials.
4. Do your financial due diligence before joining a not-for-profit board. You need to review the historical financial statements and forecasts/budgets to understand the organization’s financial position. You should satisfy yourself with the following questions:
   ~Is the organization solvent?
   ~Are they complying with their loan covenants?
   ~What are their restricted funds?
   ~Did they receive a clean audit opinion, if not, why and is there a going concern assumption?
5. If you are currently serving on a not-for-profit board, ask to be an observer on the Audit/Finance committee. Gain financial experience from observing on the Audit/Finance committee.
6. In addition to Board orientation information about the organization and governance processes, there should be specific financial information provided. You should get an overview of the financial statements, an annual corporate calendar that ties into the fiscal reporting dates and the status of their tax and other filing requirements, along with their most recent audited financial statements and audit reports.
7. Understand the difference between Not-for-Profit financials and Corporate Board financials. On the surface it might not seem like it, but there are fundamental differences. To help directors with these differences, CPA Canada has helpful reference documents available on their website.
8. Take a course/workshop to help you become more financially literate.Women Get On Board is hosting an Understanding Financials for Not-for-Profit Boards workshop of February 24th.
9. Understand the basic financial concepts/principles and the various financial statements of a Not-for-Profit. CPA Canada has great references available including this document.
10. Understand the role of the board, management and the auditors in the financial reporting of a Not-for-Profit organization.

Becoming financially literate is an ongoing process that takes time, focus and commitment. Good luck on your journey in understanding financials to serve on a not-for-profit board!