High level overview of themes from the forthcoming book, by co-authors Brian Stafford and Dottie Schindlinger of Diligent, "Governance in the Digital Age: A Guide for the Modern Corporate Board Director," @2019 Wiley & Sons

1. Board Governance in a
Digital Age
November 15, 2018,
9:30-10:30 AM
Dottie Schindlinger, Governance Technology Evangelist
BoardEffect (A Diligent Company)
dschindlinger@diligent.com

2. Forthcoming book
• March/April 2019, Wiley
• Focus: impact of technology on
board governance & future
implications
• Features interviews with
directors from companies
around the world
• Insights from this work could
apply to all sectors – not just
corporations

3. Goals for
Workshop
01
Explore “digital age” corporate
boardroom practices
02
Learn a new framework –
“Board Behavioral Profiles”
03
Discuss ways to help nonprofit
boards adapt to the “digital age”

4. What impact is technology
having on board governance?
(and why hasn’t it been faster/bigger/more obvious?)

5. Guiding Questions
• What practices are boards adopting in response to tech disruption?
• What are the biggest “gaps” for boards to close in terms of their
technology savvy?
• Are there different “behavioral profiles” for the ways boards respond to
tech?
• What are the implications for the future?

6. Context: Average Age of Board
Members is 63
38%
62%
Under 60
Age 60+
SOURCES:
KPMG: home.kpmg.com/jm/en/home/insights/2017/03/age-diversity-
within-boards-of-directors-of-the-s-p-500-companie.html
PwC Annual Corporate Governance Survey, 2018:
https://www.pwc.com/us/en/services/governance-insights-
center/library/annual-corporate-directors-survey.html
Spencer Stuart Annual Board Index, 2018:
https://www.spencerstuart.com/research-and-insight/ssbi-2018

7. Boards Lack Technology Expertise
According to research by Deloitte:
• 17.4% of corporate boards have directors with technology expertise
• For the S&P 500, the percentage of boards with tech directors is
higher, at 28.5%
• The highest performing S&P 500 companies are more likely to have
tech directors – at 31.3%
• Source: https://www2.deloitte.com/insights/us/en/focus/cio-insider-business-
insights/bridging-boardroom-technology-gap.html

8. I don’t know that much about cyber, but I do
think that’s the number one problem with
mankind.”
-- Warren Buffett in 2017
8

9. Boardroom Practices in the
Digital Age: Value Creation
• Foster a boardroom culture of respectful disagreement & curiosity
• Expose board members to new ideas (outside the boardroom)
• Expand board diversity - backgrounds, skillsets, leadership styles
• Remember that trust is essential to a collaborative mindset
@2018-2019, Wiley & Sons, All Rights Reserved

10. What Directors Told Us…
“Most of my peers working in technology are not used to the culture
in the boardroom, which is overwhelmingly white, male, and ‘grey.’ In
my experience speaking with board members who are age 65-plus,
these directors are very interested in what you have to say and are
amazed at what’s happening in technology, but then they don’t move
forward because of that cultural fit…. People love the familiar.”
• Anastassia Lauterbach, PhD, Board Director for Dun & Bradstreet,
Wirecard, Censhare, and author of The Artificial Intelligence Imperative: A
Practical Roadmap for Business.
@2018-2019, Wiley & Sons, All Rights Reserved

11. Boardroom Practices in the
Digital Age: Building Resilience
• Update board infrastructure
• Measure the right things
• Use online tools for greater insights and candor
• Encourage directors to continuously self-educate and improve
• Double-down on board performance
• Rethink meetings
• Empower stronger decision-making year-round
• Diversify board composition
• Use tools to mind the gaps ‒ and test assumption
• Explore new talent sources
• Focus on diversity’s advantages
@2018-2019, Wiley & Sons, All Rights Reserved

12. Building Resilience in Board
Governance
@2018-2019, Wiley & Sons, All Rights Reserved

13. What Directors Told Us…
“Directors can’t be passive receptacles of what their companies
share. They need to build their own informed frameworks. And if
they’re going to be personally accountable, they need to stay
contemporary.”
• Betsy Atkins, CEO and Founder of Baja Corporation, Board Director for
Cognizant, Wynn Resorts, SL Green Realty, Schneider Electric, and Volvo
Cars
@2018-2019, Wiley & Sons, All Rights Reserved

14. Board Behavioral Profiles
FOUNDATIONAL BOARD STRUCTURAL BOARD CATALYST BOARD FUTURISTIC BOARD
Description &
Focus
• Meeting basic requirements
& driving results
• Focus: growth
• Board is the “watchdog”
• Focus: governance &
oversight
• Board drives “turn-around”
• Focus: transformation
• Board becomes a strategic
resource for long-term
performance
• Focus: legacy
Common Traits • Board is small (<7 members)
• Informal processes
• Board grows in size
• More independent directors
• Processes formalized
• Governance staffing
• Directors drive change
• Separate CEO & Board Chair
• Focus on outcomes drives
adoption of new processes
• Independent directors
• Succession & board resilience
are top of mind
• Innovative board processes
Board Meetings
& Processes
• Efficient, but informal
• Few meetings & committees
• Minimal documentation
• No board support staff
• Meetings focus on reporting
and discussion of results
• Extensive board materials
• processes are better
defined
• Focus is on discussion of
adaptation, positive change
• Increased board education
& committee engagement
• Directors drive the agenda
• Meetings are strategic
discussions
• Director create broad peer
networks
@2018-2019, Wiley & Sons, All Rights Reserved

15. Board Behavioral Profiles
FOUNDATIONAL BOARD STRUCTURAL BOARD CATALYST BOARD FUTURISTIC BOARD
Tech Approach
& Tools in Use
Tech tools don’t play a
prominent role in the board’s
work
Begins using online tools to
facilitate meetings &
automate compliance
requirements
Use online tools to facilitate
meetings, track progress, and
increase director collaboration
Seek “real-time” online content:
dashboards and “scorecards” on
areas of compliance, risk, & board
effectiveness
Outcomes Board takes its lead from
management, but also probes
management for areas of
untapped potential.
Board understands its role is
to ask better questions;
possible answers are still
supplied by management.
Board acknowledges its role in
company transformation, and
becomes hungry for better
data, analyses, insights, and
education.
Board understands its role as a
strategic asset for long-term value.
Directors adopt a “coaching role”
with the CEO.
Key Drivers to
Change Profile
As directors gain experience,
they see a need to provide
better oversight & develop
more formal governance
practices.
Directors feel they have at
least a basic handle on
compliance, and seek ways to
work more collaboratively.
Directors foster strategic
relationships with executive
team; directors seek better
insights, and begin to think
about legacy.
Directors understand their strategic
role, and can self-identify when it’s
time for them to step aside and
make room for fresh perspectives.
@2018-2019, Wiley & Sons, All Rights Reserved

16. Discussion

17. 1
7
Connect with Us
@BoardEffect
linkedin.com/company/BoardEffect
boardeffect.com

18. Thank You!
Dottie Schindlinger, Governance Technology Evangelist
BoardEffect (A Diligent Company)
dschindlinger@diligent.com