board of directors

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Practical approach towards Board of Directors

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board of directors

  1. 1. February 2013 Slide 1© 1 February, 2014 Franky Van Damme Managing Partner, PSX Advisors franky.vandamme@psx-advisors.com Board of Directors, practical
  2. 2. February 2013 Slide 2© Advisory Services PSX focuses specifically on high-growth and mid-cap European Technology and Applied Technology companies BOARD MEMBERSHIP STRATEGIC ADVISORY FUNDING MERGERS & ACQUISITIONS SHAREHOLDERS ALIGNMENT
  3. 3. February 2013 Slide 3© Why do we need a Board  Legal requirement  To steer the Company  To control the Entrepreneur  Define the Strategy  Monitor the Company  Risk Assessment
  4. 4. February 2013 Slide 4© Members of the Board  Investor (1..x)  The investor friends  Domain experts  Advisors  Employees  Entrepreneurs  Management  My friends  Chairman A well balanced composition of the Board and an independent Chairman can make a huge difference
  5. 5. February 2013 Slide 5© Who does what  Board members “setting the goals”  Executives “getting the job done” Skill set  Different (Technology – Operational Financial – Business development)  Local / International  …
  6. 6. February 2013 Slide 6© NThe next step • Focus on the M&A - IPO process • Monitoring the budget E Evolution • Well balanced team • Agenda management • Strategy and direction setting Investor • We get formal meetings • Getting to know the company • Process in place I Trouble • Lack of leadership by the chairmen • Aggressive meetings • …. T FFFounders & Friends • Happy together • Explain to each other …. • Legally OK The Evolution
  7. 7. February 2013 Slide 7© The Meeting Agenda  Minutes  Business Update  Financial / Reporting  Clients  Market and Competition  IP  Risk Assessment  Product Portfolio  Strategy  Human Resources  AOB Approach  Present / explain  Options and proposals  Discussion  Decision Subject  Indication of timing  Type, for… (information / discussion / decision)  At the end…check draft minutes
  8. 8. February 2013 Slide 8© What works … Monthly  A Business Reporting pack (max 15 p. with max 3p. descriptive)  A Financial Dashboard Before the Board meeting  Send out all relevant material (including the Financial and Business info)  Ask to get questions related to the Financial and Business info beforehand  Prepare the meeting with the chairman The Meeting  Start with a breakfast or sandwich lunch (late arrivals)  The chairman has to lead the meeting  Respect the timing  Make use of a secretary for the minutes (crisp and clear)  Frequency of 6 – 8 meetings  With additional telephone conferences or specific meetings
  9. 9. February 2013 Slide 9© Additional Committees  When  Investor on board  Stage of the company  Which  Finance/Audit Committee  permanent  Accounting policies  Defining the financial/business reporting pack  Authorization levels  Screening the budget figures  Internal control  Preparation of the yearly financial figures  Interface with the auditor  …
  10. 10. February 2013 Slide 10© Additional Committees (2)  Human Resources/Remuneration Committee  permanent  Defining the remuneration of the executive and non-executive directors  Overall compensation and benefits policy  Stock option plan  Hiring/firing process  Personnel evolution process  …  Strategy Committee  temporary  Define the strategic objective  Analyse the Order Intake, Clients, Products,..  Get info about the competition and the market  Investigate different scenario’s  Propose the way forward  …  …
  11. 11. February 2013 Slide 11© Some Cases Profit Revenue DeclineMaturityIntroduction Growth Course of Time Revenueor.Profit Development U A C B S B B T D
  12. 12. February 2013 Slide 12© The Boardroom atmosphere Exit EquityChange Strategy Problem Start Panic  People’s behaviour might change in line with the stage of the company  Be aware that the Executives know the business  Board members are learning the business (in most cases).  Some board members might have no operational business experience. An Aligned and Effective Board will add Value to the Company  Not everybody has experiences in different kind of companies.  Some people could have difficulties with their day to day role and being a Board member.

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