Many boards consist of a diverse group of individuals with different expectations on what information is needed to make a decision. Some directors prefer volumes of data and background, while others desire a lean synopsis. It can be difficult to please all, while ensuring an outcome of informed, well-considered decisions. Things get more complicated when layering in the realities of modern communication: lost emails, last-minute board package changes, and missing electronic files. Information sharing becomes not just a frustration, but a serious risk for miscommunication and lost board productivity. How does your board fare? And what can be done to ensure your board has access to the information and resources they need in order to fulfill their governance mandate? In this presentation you will learn how to assess the information needs of directors, define the right information to share, and the modern software tools available to support you. You will also: ● Learn practical ways to enhance your board’s decision making through more effective information-sharing ● Understand the criteria for assessing what information to share ● Learn how board portal software can support more effective information distribution and collaboration ● Hear tips on how to get the most out of your board portal software Presented by Aprio and John Dinner, governance expert, for Conference Board of Canada. For recording, visit: https://www.conferenceboard.ca/e-library/abstract.aspx?did=8306&AspxAutoDetectCookieSupport=1

1. Enhancing Board Decision-Making
Sharing the right info, the right way.

2. Enhancing Board Decision-Making
#1 Frustration of
Board Directors
“My information needs
do not get met.”
2

3. Enhancing Board Decision-Making
3
What to share How to share it
John Dinner
President, John T. Dinner Board
Governance Services
20 years as leading Canadian consultant focused on
corporate governance and board effecBveness.
Key clients: Blue Cross Life, BMO, OMERS, Royal
Canadian Mint, Mississauga Halton LHIN
Ian Warner
President & CEO, Aprio Inc.
Canada’s leading board portal soNware to give
boards instant, centralized access to meeBng
materials with instant updates- fully secure.
Key customers: VanCity, Telus InternaBonal,
Elderado Gold, eHealth Ontario, MEC, YMCA

4. Knowledge & Information
“Knowledge is power.”
- Francis Bacon (1561-1626), English Philosopher
“I didn’t know.”
- Bernard Ebbers, former CEO, WorldCom Inc.
“The more I told the Board, the more they trusted
me.”
- Telecommunications CEO
4

5. Knowledge & Information
Information is…
• … the fuel Directors need for intelligent probing,
relevant questions, effective oversight
• … the raw material for fostering trust and confidence
with Management
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6. Information traps…
• Ritualized meeting agendas controlled by Management
• Standardized meeting structure / formats
• Pro forma reporting
• Focus on past results crowding out strategic priorities
• Lack of benchmarks, external comparisons
6

7. What is the right info to share?
• Boards needs to
– Agree on their collective information needs
– Communicate needs to Management
• Board is distinct stakeholder group with unique
informational needs
– External environment
– Competitor, marketplace trends
– Strategy
• Execution status, changes, risks
– Leadership
– Customer satisfaction
– Business model relevance
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Board information needs

8. What is the right info to share?
• Define objective for every agenda item
• Include appropriate context for each item
• Provide data-driven detail on key issues
• Be succinct, organized, consistent, complete,
explicit
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Create a meeting communications framework

9. What is the right info to share?
• Issue description
• Significance / implications
• Options considered
• Pros and cons for each option
• Data supported recommendation
• Hard wired to mission (strategic priorities)
• Anticipate and address director questions
• Disclose consequences of not proceeding
9
Framework for consistent delivery of Board info

10. How do you best share information?
#1 Frustration of
Board Directors
“My information needs
do not get met.”
10

11. How do you best share info?
• Boards have high info expectations but low attention
• Busy, distracted, travelling, juggling priorities, on
tablet and mobile
• Frustration with email swirl and confusing updates –
what exactly do I have to review and which is latest?
• Security concerns… Are we leak protected?
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Address the elephants in the room

12. How do you best share info?
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Shift underway to digital governance
By 2018, 80% of board-run organizations will use
collaboration systems that are specifically intended
to support the unique needs of corporate boards.
– Gartner, 2014

13. 13
How do you best share info?
Board portal – day in the life

14. 14
How do you best share info?
Board portal – day in the life

15. How do you best share info?
• Convenient access – one stop, web and mobile access,
well-organized
• Productive meetings – agenda linked to key documents
• Collaboration - note take and collaborate on documents
• Timely – Instant alerts to latest information to everyone,
no bias
• Secure – information protected at all times
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Essentials to satisfy directors

16. How do you best share info?
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“Our Directors particularly like the ability to
view and access documents immediately, no
matter where they are.”

17. Enhancing Board Decision-Making
• Accountability of directors?
• Avoiding information slog?
• Appropriate timeliness?
• Culture of management intimidated by board?
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Questions?

18. Questions?
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What to share How to share it
John Dinner
President, John T. Dinner Board
Governance Service
Ian Warner
President & CEO, Aprio Inc.

19. How can we help?
Aprio John Dinner
Board Portal Assessment One hour consult
www.aprio.net/top10
Learn more Learn more
Dee Sicklesteel W: www.boardgovernance.ca
Ph 1-888-552-7746 T: 519-502-0409
dsicklesteel@aprio.net E: john@boardgovernance.ca
aprio.net
Thank you