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How to Get Yourself on a Board: Position Your Board Offer

According to an Osler research report called “2019 Diversity Disclosure Practices: Women in leadership roles at TSX-listed companies”, “Women now hold over 18.1% of board seats among companies disclosing the number of women on their boards, the highest proportion yet and a 50% increase compared to 2015 (when it was 12%).” That’s why Women Get on Board’s mandate it to connect, promote, and empower women to corporate boards.

To help more women on their board journey, I have launched a 4-part blog series called How to Get Yourself on Board. If you read the first post of the series, you’ve mastered board basics. With this foundation, you’re ready for the next step in your board journey.

The second blog in this series is all about how to position your board offer and it will provide practical insights on how to:

1. Assess your board readiness
2. Identify the right board for you
3. Create your board value proposition
4. Build your board resume and LinkedIn profile

1. Assess your board readiness

In order to prepare for your first corporate board seat, it is essential to evaluate your board readiness. However, if you have never served on a board before, it can be difficult to determine if you are board ready or not. For example, many people believe that being a successful executive is the only requirement for being a corporate director, when in fact there are many differences between being an executive and being a corporate director.

Before you prepare your first corporate board seat, ask yourself these 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.?

2. Identify the right board for you

As I detail in my blog post called “Are You Diversifying Your Board Portfolio?,” 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. Time commitment

It is important to understand the time commitment required for each board you serve on. Each company you are appointed to their board will go through different stageswhich might 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 available for each board you serve on.

2. Industry and sector

You should consider industries and sectors that you are passionate about and interested in. Have you thought about diversifying your board portfolio by joining boards that are in new industries or sectors? Joining a board in a new industry offers an exciting opportunity to expand your skillset. For example, I joined MedReleaf (TSE-LEAF-acquired by Aurora Cannabis Inc. TSE-ACB) even though cannabis was an industry I have not worked in before. Joining the MedReleaf board offered me the opportunity apply my public company experience as well as my financial and governance expertise to an emerging sector.

3. Compensation

Your board compensation can vary depending on the size and stage of the company you are serving as a board member. You can review board compensation trends here: “Canadian Spencer Stuart Board Index 2019.”

3. Create your board value proposition

Creating your board value proposition is one of the most critical things you will do in your board journey. Well-functioning boards are made up of members with a diversity of skills and experience, culture, gender, ethnicity and age. Your board value proposition is what you bring to the board table and how you differentiate yourself from other board members and other board candidates.

You should be able to articulate your board value proposition in a 30-second-or-less elevator pitch. And you should include specific expertise, skillsets the board currently lacks, and how you are a leader in their industry (or a synergistic industry). Here is my elevator pitch that I have honed over the years:

• “I have entrepreneurial, financial & governance expertise with high growthand transformational companies in technology, retail, consumer and cannabis sectors.”

4. Build your board resume and LinkedIn profile

You have determined that you are board ready, identified your best board fit, and created your board value proposition. The next step is to build a powerful and compelling board resume. As I explain in this blog post called “Preparing Your Board Resume,” building and updating your board resume is a dynamic and ongoing process. In addition, unlike a professional career resume, your board resume is highly targeted toward the board position you are seeking. It is important that your board resume is authentic, illustrates your brand, and shows your unique value proposition.

Your board resume and LinkedIn profile should highlight your:

• Value proposition, i.e. the value add your bring to a Board, your unique offering;
• Skills and expertise;
• Industry-specific knowledge;
• Career accomplishments — highlight your executive and other relevant leadership roles to showcase your understanding of the business, the industry, and the broader macro environment in order to gain the respect and confidence of the current board members;
 Speaking engagements and awards — list areas that you are sought after as an expert or have thought-leadership in and any awards that recognize youfor your accomplishments;
 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.

Don’t forget to update your LinkedIn profile with the highlights from your board resume! In today’s digital age, LinkedIn is often where you will make your first impression and its important that your profile paints the picture of your best board self.

Are you ready to learn more about how to get on a board? Consider registering for the upcoming Women Get On Board Getting Board Ready (GBR) Program, delivered in collaboration with LHH Knightsbridge. The GBR Program is designed to empower women on their journey to land their first corporate board seat. The GBR program offers practical and actionable insights in a combination of micro-learning, virtually facilitated discussion by experts, practical homework, and hands-on support. Learn more: https://www.womengetonboard.ca/programs

How to Get Yourself on a Board: Master the Foundations

Serving on a board can be an incredibly rewarding experience—and it’s one of the best ways to advance your career. Board service has both personal and professional benefits, including opportunities to:

  • Build your network and personal brand
  • Give back to organizations with meaningful missions
  • Learn different perspectives that can be applied to your existing roles
  • Get sponsored for governance education programs (e.g., ICD.D, C.Dir or CDI.D)
  • Develop governance leadership skills
  • Get access to new knowledge, skills, perspectives, management styles, corporate cultures, business models, mentors, and connections

As you can see, serving on a board is a meaningful way to build your career and enrich your network. However, securing a coveted board position is not an easy task. That’s why Women Get On Board’s mandate is to connect, promote, and empower women to corporate boards. It’s also why I’m launching a new 4-part blog series called How to Get Yourself on a Board.

My first blog in this series is called Master the Foundations and it will provide you with practical insights on how to:

  1. Recognize there are different types of boards
  2. Identify the skills needed to serve a board
  3. Develop your governance knowledge and expertise
  1. Recognize there are different types of boards

 The three major board types are: not-for-profit boards, public sector boards, and corporate boards.

Not-for-profit boards

Not-for-profit boards often come to mind to many when considering board service.  Not-for-profits must be operated for public good rather than private interest. They typically have philanthropic or social missions. Examples of not-for-profit boards include charities and foundations. They can also include advocacy organizations such as boards of trade and membership organizations such as industry associations.

Public sector boards

Serving on a public board means serving the public itself as you are working with organizations that have government oversight, such as public utilities, agencies, crown corporations, and public institutions. This means that there are strict regulations and rules you must adhere to. Public board service requires that you take great care to avoid conflicts of interest and that you must ensure you have enough time available to perform your duties diligently.

Corporate boards

Corporate boards cover all other corporations, including publicly traded and private companies.

  1. Identify the skills needed to serve on a board

Now that you have a better understanding of the different types of boards that may need your service, it’s now time to consider how you are able to contribute to a board. Each board has different board skills requirements, so it’s important to analyze your skillset and choose a board in which you would be the best fit.

Some of the skills/expertise that not-for-profits and public sector boards require are:

  • Governance expertise
  • Fundraising capability
  • Investment expertise
  • Operational skills
  • Ability to influence and advocate
  • Membership promotion
  • Services delivery
  • Credibility
  • Policy development
  • Sector knowledge and expertise

In comparison, corporate boards require additional skills. See sample board skills matrix below:

Of course, this is not an exhaustive list. In fact, you should also consider your industry experience in general. According to the article “Charting a Path to the Boardroom,” most board members are experienced executives, many of whom were appointed after distinguishing themselves from their peers and moving up through the corporate ladder. That same article highlights that demonstrating know-how in some of the above key skills brings adds depth and breadth to the diversity of thought on a board.

  1. Develop your governance knowledge and expertise

 Now that you have a full understanding of the different types of boards and what is the board you best fit, it’s important to develop your governance knowledge and expertise. Below are four areas that are critical for you to understand before putting your name forward for a board position:

  1. The role of the 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.” For more information, refer to my blog on “Understanding your role on a board.”

  1. Liabilities and protection

If you’re looking for a good overview of the duties and liabilities of directors and officers of the corporation, this guide called “Directors and Officers in Canada” is a concise and informative resource.  After reviewing core company law concepts—notably fiduciary duties, the duty of care, reasonable diligence and good faith reliance—this publication considers potential liabilities in tort and extra-contractual liability, as well as directors’ duties in areas such as employment law, environmental law, and taxation.

  1. Boardroom etiquette and procedure

Every board operates according to a standard set of procedures and etiquette. Typically, these are covered in the board’s bylaws, board mandates and also committee charters. Boardroom etiquette is part of the culture set by the tone at the top.  Refer to my blog on emotional intelligence in the boardroom to find ways to develop your boardroom etiquette—I dig deeper into that in this blog post. Overall, you can enhance your emotional intelligence in the boardroom by increasing your self-awareness, self-regulation, motivation, empathy, and social skills—mind your “Ps & Qs.”

  1. Specialized knowledge

There are also specialized areas of knowledge required in the boardroom depending on the type of committee-below are examples of a few committees of a board:

You may be wondering: how do I learn all of this specialized knowledge? There are a variety of ways to develop your governance knowledge and expertise. These include:

  • Pursuing a director certification (i.e. ICD.D, C. Dir and CDI.D)
  • Taking governance courses, attending topic specific seminars and webinars
  • Mentoring and networking
  • Volunteer experience on not-for-profit boards
  • Registering for the Women Get on Board Getting Board Ready (GBR) Program, delivered in collaboration with LHH KnightsbridgeThe GBR Program is designed to empower women on their journey to land their first corporate Board seat. GBR offers practical and actionable insights in a combination of micro-learning, virtually facilitated discussion by experts, practical homework, and hands-on support. Learn more: https://www.womengetonboard.ca/programs/

Ethical Intelligence in the Boardroom

In the wake of countless business scandals and corporate collapses, there has been a call for a higher standard of business ethics. Ethics are at the heart and soul of every business decision; they form the basis of the underlying culture of every company. However, the culture and ethics of a company are set by the tone at the top: the boardroom.

How can boards build a sound and sustainable culture as well as good ethical practices that will improve transparency, decrease the risk of fraud, and reduce the likelihood of reputation damage? The key focus should be to institute practices that outline the expectation of appropriate conduct, and to put in place controls that ensure these standards are being met.

Five good governance practices to put in place to ensure good oversight:

1. Code of Conduct

A Code of Conduct drives the board and each director to focus on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and ultimately helps foster a culture of honesty and accountability. It is the responsibility of each director to comply with the letter and spirit of this Code. It should be reviewed and signed off on annually. The Code of Conduct should cover off areas such as:

• Director responsibilities

• Conflicts of interest

• Corporate opportunities

• Confidentiality

• Compliance with laws, rules and regulations, fair dealing

• Reporting of illegal or unethical behaviour

• Compliance procedures and waivers

Two samples of a model code of conduct for corporate directors can be found at the links below:

• https://www.eastman.com/Company/investors/Corporate_Governance/Documents/Code_Business_Conduct_for_BOD.pdf

• https://www.mpac.ca/sites/default/files/imce/pdf/CodeOfConduct.pdf

2. Whistleblower Policy & Program

Whistleblower policies are a mechanism whereby employees on the frontlines are able to report legal and ethical business concerns that management, as well as the board, may not have view of. Whistleblower policies should afford employees a sense of anonymity that encourage them to come forward with their observations, without the fear of retaliation. These policies when executed properly, protects the business through early detection of wrongdoing – however many of these programs falter, with the onus falling on the board. Whistleblower programs that fail to foster a sense of support for employees or breach their sense of confidentiality create a culture plagued by a sense of neglect, fear of retaliation, and resentment.

It is the responsibility of the board to ensure bad news has the opportunity to rise to the top through the implementation and exercise of Whistleblower policies that are anonymous, independent, rewarded and remedied. An effective board should insist on the facilitation of proper channels that goes directly to them.

3. Ongoing Board Renewal Process

Board renewal, the regular review of a board’s composition, is an ongoing process instituted to ensure the maintenance of good governance practices and to promote relevance in a changing business environment. The Corporate Governance & Nominating Committee (CGNC) of the board is responsible for regularly reviewing the composition of the board and identifying new board candidates. Newly appointed board members are valued for their ability to see things with a fresh set of eyes and a perspective that long-standing board members may not have to due to long director tenure. Setting term/age limits for directors is an important facet of the consistent re-evaluation of a board’s effectiveness is already being done in several countries. Having a diverse strategy and ongoing board renewal process creates diversity of thought which facilitates critical thinking and avoids group-think. You can read more on why a diverse board makes good business sense in my earlier blog post here.

4. Review your Diversity & Inclusion Policy and Practices

Most organizations have begun implementing diversity and inclusion policies and even include diversity related questions in job applications. However, it’s important that these initiatives reach beyond a pre-hire questionnaire or a legalistic human resource policy.

Boards should strive to ensure that they are adequately iterating their interest in maintaining an inclusive culture through succinct and related education about LGBT, ageism, ethical & and gender matters. There should be communication regarding appropriate workplace interactions, and implementation of training on unconscious bias. These efforts should be further elevated through diversity and inclusion benchmarking.

A great example of a well-drafted diversity and inclusion policy comes from Ontario Power Generation (OPG), whereby the policy statement reads:

“OPG embraces diversity in its broadest sense – a mix of talents, perspectives, backgrounds and experiences that increase our collective capability. OPG believes strongly in developing a culture of inclusion in which everyone is treated fairly and respectfully and each member is valued as an integral part of the team. OPG embraces, respects, accepts and values differences among all employees and directors.

Diversity is an integral part of our business practice and the constituency of the OPG Board of Directors. The Board considers diversity essential in attracting qualified directors and maintaining a highly effective Board. The Board, its Committees and their associated meetings are organized and presided to create an inclusive environment to engage all Board members.”

You can read the full policy here.

5. Internal Controls/Review of Culture & Integrity

On an annual basis, have internal audit test the controls for culture and integrity (including complaints, reaction time, investigation protocols, record keeping and non-retaliation) and report directly to the board on their findings.

Also important is to ensure that unbiased information is being filtered through to the board level. This includes implementing controls such as regularly removing management from boardrooms in order to create a safe space such that directors can share transparent views, as well as seeking out disaffirming feedback regarding company culture and executives. These steps should be complimented through the receipt of untampered employee feedback, collected through regular surveys of employee morale, exit interview results, and a comparison of staff turnover and litigation rates against industry peers.

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!