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How to Get Yourself on a Board: Ace Your Board Interview

By Deborah Rosati, FCPA, FCA, ICD.D

According to a Harvard Business Review article called “Research: When Women Are on Boards,
Male CEOs Are Less Overconfident”, having more women on boards yields better results for
shareholders because “having female board members helps temper the overall confidence of
male CEOs, improving overall decision making for the company.”

Women Get On Board supports the findings of this study: having more women on boards leads
to better results for the businesses they represent. That is why our mandate is to connect,
promote, and empower more women to corporate boards. It’s also why I am sharing my board
advice in this 4-part series called “How to Get Yourself on a Board.”

If you have been following the first 3 blogs in this series, you have learned how to “Master the
Foundations”, “Position Your Board Offer”, and “Get Board Interviews”. The final blog in this
series 4es all of these elements together by showing you how to ace your board interview.

In today’s blog, I provide my top ten (10) tips from my work with Women Get On Board and my
own governance experience on how to best prepare for your board interview.

1. Prepare, prepare, prepare.
Like a job interview, you want to come prepared to your board interview. Make sure you know
which members of the board you will be meeting with. Understand their respective experience
and skills (review the current board composition), as well as how you might be connected to
them. Find out who the independent board members are and what the ratio of executive to
non-executive board members is. It’s also important that you understand the board’s specific
and unique challenges, why there is a board vacancy, and if they have term/age limits. Also,
what is the board recruitment process? How many board members are they recruiting for?
What specific skills/expertise is being considered?

2. Gain a strategic understanding of the company.
Now that we are in the midst of COVID-19, this step is more critical than ever. During the
pandemic, what challenges or opportunities is the company facing? Are they going through
restructuring or solvency or major transformation in the business model?
There are three phases during COVID-19 that companies are facing: respond, recover and thrive.
Understand what phase the company is in and understand how the board is coping. This recent
blog called “How Boards are Coping with COVID-19” highlights how boards are “a crucial role of
any board is risk management. This responsibility includes setting the appropriate risk level,
monitoring management’s ac4ons against that benchmark, scanning the horizon for potential
problems and helping management deal with potentially value-destroying events when they
occur. Covid-19 makes this task much more difficult. Not only has the pandemic raised risk
levels significantly, but it has also transformed the landscape, revealing en4rely new categories

of risk. For example, risks pertaining to cybersecurity must be revisited in light of the “new
normal” of remote working. Regulatory risks will also require reassessment as governments
mull increased intervention to help mi4gate the crisis.”

 

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 and analyst reports. Also check
out the company’s social media and what is trending online about the company. For a good
overview of questions and issues potential directors should consider before joining a board,
refer to Appendix B of CPA Canada’s “20 Questions Directors Should Ask about Building and
Sustaining an Effective Board” written by Elizabeth Watson.

4. Know your board value proposition.
Knowing your board value proposition means understanding the value you bring to a board. For
example, my board value proposition is “I have entrepreneurial, financial, and governance
expertise with high growth and transformational companies in technology, retail, consumer and
cannabis sectors.” It should include your top 3 skills/expertise, the type of the companies you
can add value to, and the specific industry sectors you have experience in. For more information
see my blog on Preparing Your Board Resume.

5. Understand conflicts.
Ask for their corporate calendar, which is the board/committee meetings over the next 12
months or so, and make sure it doesn’t conflict with your current commitments. Also ensure
that you have the 4me to commit to this board. Are there other conflicts that you have to be
concerned with like your current employer, financial or related par4es? For example, if you’re
looking for an opportunity for a cannabis board, make sure that you’re not conflicted from a
supply or demand side. Another consideration is if there are any interlock holdings, in which
two board members serve on multiple boards together, leading to potential conflicts of interest.
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?
In 2015, the importance of understanding board culture was cemented for me. I went to a
board interview with the CEO of a public company in the retail sector. The company had
recently been under pressure because they didn’t have any women on their board. As soon as I
walked in, the first thing the CEO said was, “You know, I’m not interviewing you because you’re
a woman.” I paused realizing I had two choices. I could leave politely, or I could move forward.
Either way, I knew I wasn’t interested in joining the board of this company as it would not be

the right fit for me. I responded, “I’m not here because I’m a woman. I’m here because I can add
value to your board, so let’s talk strategy.” We proceeded to have a 2-hour strategy meeting,
and I politely declined any further board interviews with that company. I didn’t want to be the
token woman and I knew it wasn’t going to be the right board culture for me.

7. What board committees exist?
What committees does the board have? And which of those would you consider joining? Most
importantly, which committees could you contribute the most value? Is the board considering
bringing you on because they would like you to chair a specific committee, or because you are
being groomed to chair a specific committee? For example, I recently joined a board and was
tapped to chair the audit committee from day one because of my public company financial
reporting experience.

8. Know your expected contribution.
Why did the company identify you as a board director candidate? What is their expectation of
you going forward? It is important to ask directly, “why was I considered to join this board?”
Sometimes you think you know why you are being asked to join a board, but the real reason is
slightly different. For example, when I was asked to join a Departmental Audit Committee (DAC),
I asked the Chief Audit Executive (CAE) why I was considered for that role. The CAE said that
reason why was that my board resume reflected my corporate transformational experience.

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? If it is a private company, you should ask what the board
compensation structure is and determine if it is in line with the market comparables (comps).
You can review and compare board compensation trends here: “Canadian Spencer Stuart Board
Index 2019.” It’s also important to make sure that you have a good understanding of the 4me
expectation vs the compensation. In my experience, you should prepare to spend up to 300
hours per year on a corporate board, depending on priori4es of the company at any given time.

10. Practice, practice, practice.
The final and potentially the most important 4p is to practice, practice, practice! Here’s where
you prepare for the kinds of questions you will be asked and make sure you have a good
understanding of the company. You can ask a good friend or respected colleague to help you
prepare for 30 minutes. It is especially useful if the person you ask understand board
governance and board interviews. Don’t be afraid to ask for help!
Looking to learn more about how to get yourself on a board? Consider registering for the
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: www.womengetonboard.ca/programs/

How to Get Yourself on a Board: Get Board Interviews

In recent years, businesses have begun to realize that gender diversity on boards makes a big difference. For example, one study of 6,000 boards found that gender-balanced boards are less likely to have financial irregularities because having different viewpoints and opinions leads to increased effectiveness.

Women Get On Board’s mandate is to connect, promote, and empower women to corporate boards. We do this through an engaged community of women and men in Canada committed to advancing gender diversity in the boardroom. However, as I wrote in my blog post called “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.” That’s why I am sharing my advice in my 4-part blog series, How to Get Yourself on a Board.

My previous blog posts in this series covered how to “Master the Foundations” and “Position your Board Offer”. Today’s blog post is all about networking your way onto a board and it will provide you with practical and actionable insights to getting board interviews with organizations that are looking for your board skills/expertise. It will detail how to:

  1. Identify board opportunities
  2. Network your way on to a board
  3. Deliver a stand-out board resume and LinkedIn profile

1. Identify board opportunities

The first step in getting board interviews is to identify board opportunities. The key is knowing where to look. Here are some resources available for finding board opportunities:

1. Women Get On Board

Women Get On Board is a member-based company with the mandate to connect, promote, and empower women to corporate boards. Women Get On Board promotes bi-weekly board opportunities to its members, along with their board shortlist service and board referrals.

2. Institute of Corporate Directors (ICD)

ICD is a member-based, not-for-profit organization that trains and educates Canadian directors and boards and offers a governance certification program (ICD.D). ICD members are given access to board listings.

3. Executive search firms and board shortlist service providers

Some executive search firms have board recruitment practices and work with boards on their board recruitment processes. Get to know executive search firms that have board search mandates.

4. Public sector board postings

The public sector, which includes commissions, crown corporations, agencies, and tribunals across the country, has a Governor in Council appointment website that lists current board opportunities on their website. Here are links to public sector board opportunities:

  • Government of Canada: The Government of Canada is currently seeking applications from diverse and talented Canadians from across the country who are interested in current opportunities.
  • Province of Ontario: Details on the Public Appointment Secretariat and current opportunities.
  • City of Toronto: Current opportunities with the City of Toronto.

5. Not-for-Profit board opportunities

Charity Village is the Canadian non-profit sector’s largest and most popular online resource for recruiting, news, and how-to information. They often post current opportunities on their website.

6. LinkedIn

LinkedIn is another destination for finding board opportunities. Search their listings for current board of directors opportunities.

2. Network your way on to a board

A critical and ongoing step in connecting to board interviews is leverage your contacts through networking. Networking is one of the most important steps in your board journey because you never know when one of the contacts you foster today will help you get connected with your best board fit tomorrow.

As I wrote in this blog post called “Network, Network, Network,” you can generate contacts in two major ways: online and at events. Whether online or in-person, it’s easier to secure a meeting with someone if you have a warm introduction from a mutual connection. The more networking you do, the easier it will be to get connected to more high-value contacts.

1. Online

In the face of the COVID-19 pandemic, it is more important than ever to invest in your social network. Use LinkedIn and Twitter to identify people you think can help you develop your skills and ask them for a video chat to discuss their careers and get advice. When asking for virtual meetings, make sure you are specific about why you want to meet. Also, be sure to engage with their social posts and articles through comments and “likes.” Another way to generate contacts online is to attend relevant webinars, virtual networking events, and to be active in your social media presence.

2. At events (in-person or virtual)

At in-person or virtual events, your goal should be to stand out from the crowd. One of the best ways to stand out is to ask relevant and well-researched questions. People love to engage about their expertise, plus you stand to learn something you didn’t know before. You can also reach out via email or LinkedIn to the speakers before or after an event.

Once you’ve built your network, you can make direct asks such as, “I’m looking for a corporate board to add value to.” Be specific in what you type of corporate board you are looking for. In my case, I would be interested in high growth companies that are either public or going public in the following sectors: technology, retail, consumer, and cannabis. Eventually, all your networking will pay off and you will begin building a strong referral base for board opportunities.

Network mapping your way onto a board

After identifying a board opportunity, you can increase your probability of getting board interviews by employing a technique I call network mapping. You can read more about network mapping in my blog called “Network Mapping Your Way onto a Board”. The key is to take a look at the existing members of a board you would like to serve on and identify if there is anyone in your network that can make an introduction. The more connections you have, the easier it will be for the board to determine if you are the right fit.

Mapping your network is easier if you understand who can help you connect to a board opportunity. Your network can be broken into the following groups:

  • Decision Makers: These are individuals that will make the final decision on who will join their board e.g., board members, in particular the Chair of the Board, Chair of the Nominating Committee
  • Connectors: These are individuals that will connect you to board members, CEOs, and executives of a company e.g., lawyers, accountants, other professional service firms, and thought leaders.
  • Mentors: These are individuals that inspire others in achieving their best and find joy in encouraging them to make a difference. You can learn more about mentors in my blog, “The Power of Mentoring”.
  • Sponsors: Executive Sponsors are people who are willing to put your name forward for board opportunities. They could be colleagues or people you have worked with in the past who believe in you. Learn more in my blog “The Power of Sponsoring”.
  • Organizations: Think about the organizations you are affiliated with—your alma mater, not-for-profits, professional organizations/associations, and member-based organizations (like CPA Canada, CBA, GPC, HRPA, etc.)—and how you can leverage these organizations.

Use my tool below to network map your way onto a board:

Company

(The boards you would like to serve on)

Your Network

(Decision Makers, Connectors, Mentors, Sponsors, and Organizations)

Action Plan

3. Deliver a stand-out board resume, LinkedIn profile, and Letter of Interest.

Now that you’ve network mapped your way onto a board, it’s time to seal the deal and get board interviews by delivering a stand-out board resume, LinkedIn profile, and Letter of Interest.

In my last blog post in this series called “Position Your Board Offer”, I provided practical guidance on how to develop your board resume. I also mentioned that your board resume will be an ongoing and dynamic document—here’s where that comes in! In order to get board interviews, you will need to ensure your stand-out board resume and LinkedIn profile are up to date. Finally, you will need to develop a specific Letter of Interest.

Your Letter of Interest should focus specifically on the board you are applying for and should include:

  • Why you are interested in the company
  • What value will you bring to the board and how will you help the company
  • Your relevant experience on boards
  • If appropriate, touch on your relevant professional/executive experience

Landing a corporate board seat is very competitive and it is critical to have a stand-out board resume, a very clear letter of interest, and a great network.

With the tools provided in this blog post, you will have greater insights to getting board interviews.

Looking to learn more about how to get yourself on a board? Consider 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. 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: 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!