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Getting Board-Ready

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.

  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!

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!

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 30th:  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!

Preparing Your Board Resume

A Board resume is an ongoing, dynamic document. When preparing your Board resume you need to keep it current and keep it fresh. To do this, you need to ask for honest and candid feedback from your own personal advisory board.

Next, you need to decide on whether you will prepare your Board resume on your own or if you will engage a firm to help. Having an outsider’s input can help you hone in on your unique value proposition and help develop what skills you want to highlight. Putting together a Board resume is an important step in any Board journey, and that’s why at Women Get On Board we offer Board resume consultations to our members to help them showcase their Board skills and value proposition.

Preparing your Board resume also requires creativity on your part to really think about what makes you unique and how you stand out from others. As I have mentioned in my previous blog Are You Board-ready?, you have 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. So, you need to engage your creative mind to think on who you are, what you offer and how you’re going to go to market to let others know that you are looking for a board opportunity in a particular industry/sector and how you can add value.

Your Board resume should be no more two pages. It is a summary of your skills to a Board and highlights your

  1. value proposition, i.e. the value add your bring to a Board, your unique offering;
  2. skills and expertise;
  3. industry-specific knowledge;
  4. career accomplishments — highlight your executive and other relevant leadership roles to showcase your understanding of the business, the industry and the broader macro environment to gain the respect and confidence of the current board members;
  5. speaking engagements and awards — list areas that you are sought after as an expert or have thought-leadership in, and any awards that recognize you for your accomplishments;
  6. current and past Board experience — highlight the committees you have served on and the leadership roles that you have taken, e.g. Chair of a Committee or Chair of the Board.

Preparing your Board resume takes time, creativity, feedback and continuous updating. Good luck!

Please save the dates for our 2016 Getting Board-ready workshops: http://womengetonboard.ca/workshops/

The purpose of the Getting Board-ready workshop series 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 who will provide practical experience to empower women with tools to enhance confidence and courage to lead and serve on boards.

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.

(Learn more about How to prepare yourself for Board roles with Women Get On Board’s Getting Board-ready workshops!)

What is 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.

What are 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.

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?

What is your personal statement?

A personal statement is like your own personal campaign. Recently, I was referred to a board opportunity and in the interview process I was asked to write about why I would make a difference and what makes me unique. So, I wrote my personal statement on what value I would bring to the board; why I was passionate about the business; and how I would bring a diversity of thought from my 30 years of diverse business experience with an open, creative and strategic way of thinking.

How are you connected to the company?

Joining a board is about fit and style, and the Board wants to make sure that your style will fit in. To help them decide, think about your network and how you might be connected to any one of the Board members. This is what I call “network mapping.” Use your network to map how you might be connected to members of the Board — the more connections you have to the Board the more comfort they can get on how you will fit in. Don’t be afraid to ask for introductions!

I shared my most recent board interview process with someone in my network. And without even asking, they made two great introductions for me to help advance my connection to the company.  Some people are natural connectors. If you would like some tips, please my “Are you a connector?” blog post.

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

If you are interested in Getting Board-ready, please sign up for Women Get On Board workshops: http://womengetonboard.ca/workshops/

The purpose of the Getting Board-ready workshop series 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, governance and search experts who will provide practical experience to empower women with tools to enhance confidence and courage to lead and serve on boards.

 

How to Prepare Yourself for Board Roles

What is the best way to prepare yourself for Board roles?

Executives who want to make the transition to corporate director often need advice on how best to set up and prepare for their board journey. The first step is to understand your role on a board, which I outlined in my previous post here.

Once you have an understanding of your role, begin your Board journey by leading and serving on Not-for-Profit Boards. Getting Involved in Your Community by serving on a Not-for-Profit is a great way to give back and to meet other community business leaders.

Lastly, there are different types of Not-for-Profit boards, so you must do your due diligence to make sure the Not-for-Profit Board is the right fit for you.

Is the Not-For-Profit the Right Fit For You?

1) Are you passionate about the cause/organization, how can you make a difference?

2) Is it a fund-raising board? Are you expected to fund-raise and/or donate your own funds to the organization?

3) What committee on the Board would you bring the most value/contributions to?

4) What is the term of the Board position, and is it renewable?

5) What type of Board orientation is available to new board members and ongoing education?

6) What is the NPO’s financial situation, are they a going-concern?

7) What type of government/private donor funding do they rely on?

8) What type of governance structure do they have? Make sure to ask about the by-laws, committee structures, corporate calendar of meetings and work plans for the committees.

9) Have you met with the CEO or Executive Director of the organization, and do you understand what their challenges/opportunities are and the vision/values of the organization?

10) Have you met with other current Board members and past Board members?

Asking yourself these top 10 questions before joining a Not-for-Profit Board will help you determine if it is the right fit for you.

Enjoy your Board journey!

If you are interested in Getting Board-ready, please sign up for Women Get On Board workshops: http://womengetonboard.ca/workshops/

The purpose of the Getting Board-ready workshop series 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, governance and search experts who will provide practical experience to empower women with tools to enhance confidence and courage to lead and serve on boards.

 

 

Understanding Your Role on a 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, and as a co-founder of Women Get On Board, I am co-facilitating a series of Getting Board-ready workshops from October to December 2015. 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.

Please join us for the Getting Board-ready Workshop Series from Women Get On Board 

The purpose of the Getting Board-ready workshop series 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, governance and search experts who will provide practical experience to empower women with tools to enhance confidence and courage to lead and serve on boards. http://womengetonboard.ca/workshops/.

Are You Board-ready?

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.

So, how do you start your journey to get board-ready so you can compete for a corporate board seat?  The first step is to ask yourself these 10 questions to determine your readiness for leading and serving 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.?

If you have determined that you need to begin your journey to get board-ready please consider registering for our Women Get On Board Getting Board-ready workshop series.

The purpose of the Getting Board-ready workshop series 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, governance experts and search experts. They will share their experiences to empower women to become more confident in order to lead and serve on boards.

Getting Board-Ready Workshop Links:

Understanding your role on a Board – http://bit.ly/Workshop1Oct7

How to prepare yourself for Board roles – http://bit.ly/Workshop2Nov4

How to get yourself on a Board – http://bit.ly/Workshop3Dec9

All Three Workshops: http://bit.ly/Workshop1Oct7

Stayed tuned for more Women Get On Board blogs on getting board-ready!