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The Effective Board (Series: Board of Directors Boot Camp 2020)

All of us have had experiences of meetings that were painful to participate in. Lack of preparation, ineffective facilitation, or inability to move decisions forward can all lead to an ineffective board. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time. In this discussion, we share practices that happen in real boardrooms that help equip directors to participate and lead to energized and productive debate that feeds the company’s success.

To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-board-2020/

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The Effective Board (Series: Board of Directors Boot Camp 2020)

  1. 1. 1
  2. 2. 2 Practical and entertaining education for attorneys, accountants, business owners and executives, and investors.
  3. 3. 3 Thank You To Our Sponsors
  4. 4. Disclaimer The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. 6
  5. 5. Meet the Faculty MODERATOR: Mark Trembacki - Risk Management Levers, Inc. PANELISTS: David Spitulnik - Spitulnik Advisors Nicole Edmonds - Executive Leader Phil Buffington - Adams & Reese LLP Alberto del Pilar - Butcher Joseph & Co. 7
  6. 6. About This Webinar - The Effective Board All of us have had experiences of meetings that were painful to participate in. Lack of preparation, ineffective facilitation, or inability to move decisions forward can all lead to an ineffective board. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time. In this discussion, we share practices that happen in real boardrooms that help equip directors to participate and lead to energized and productive debate that feeds the company’s success. 8
  7. 7. About This Series - Board of Directors Boot Camp More and more privately-held companies are exploring the benefits of effective corporate governance and, consequently, are working towards formalizing board processes. This trend has been driven in part by the ever-increasing pressure that companies face from foreign competitors and increasing government regulation. The demographic wave of the huge number of businesses whose leadership is getting ready to retire and which, therefore must engage in succession planning is another significant factor. Yet, many private companies delay implementing a more formalistic governance regime or simply do not understand they even need it. This webinar series discusses various aspects of good governance in private companies. Applicable to owners, executives, directors and their respective trusted advisors, this webinar series brings a variety of experiences and perspectives on the most common questions around private company governance. Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and executives without much background in these areas, yet is of primary value to attorneys, accountants, and other seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that participants will enhance their knowledge of this area whether they attend one, some, or all episodes. 9
  8. 8. Episodes in this Series #1: Roles & Responsibilities: a Primer Premiere date: 3/19/20 #2: The Effective Director Premiere date: 4/16/20 #3: The Effective Board Premiere date: 5/7/20 10
  9. 9. Episode #3 The Effective Board 11
  10. 10. Section One: Setting the Stage 12
  11. 11. Why Have a Board? • Another point of view ✓ How to ensure that this group is not bound by insider and or family politics • For Fiduciary, at a minimum ✓ Selection of Senior Executives ✓ Approve Shareholder distributions ✓ Approve Long Range Plans • Note that the level of authority of an Advisory Board may differ between a Fiduciary and Advisory Board. 13
  12. 12. Why Have a Board? • The Board Will: ✓ Deliver key ideas ✓ Provide a level of accountability ✓ Provide oversight • Thereby Increasing: ✓ Likelihood of growth ✓ Stability ✓ Achieving goals • Note again that while the level of authority may differ between a Fiduciary and Advisory Board, often the Company Leadership will depend on the Board for input on these, whether or not the Board has the authority to make binding decisions. 14
  13. 13. Why Have a Board? • The Board is convened to offer independent insights on areas such as ✓ Succession Planning ✓ Long Range Plans ✓ Company or Division o M&A o Divestiture o JV o New Market Entry 15
  14. 14. Board Process: Five Keys to Productive Board Meetings Copyright © The Family Business Consulting Group, Inc. 16
  15. 15. Section Two: Preparation 17
  16. 16. Establish Clear Lines of Communication • Consistent methods and clear lines of communication about Board meeting issues and action items are critical to meeting planning and success. • The Board Chair should be the focal point of communication about Board meeting issues. 18
  17. 17. Reports • Written reports intended for presentation and discussion at Board meetings should be circulated in advance to allow directors time to prepare. 19
  18. 18. Resolutions • If possible, resolutions should also be circulated prior to the meeting for review and comment. • Board Chair should generally be first to see it before circulation to other directors. • A coherent and civil resolution review process may prevent a “war on the floor.” 20
  19. 19. Reports and Discussions • Administrative leaders and committee chairs should report as needed - up to the organization whether that is at every meeting or only periodically • Written reports are the rule (even if short) • No magic to the form of reports • Consider confidentiality issues - should the report be confidential and/or discussed only in closed session? • When possible (and when in doubt), preview the report with the Board Chair 21
  20. 20. Section Three: Agenda 22
  21. 21. Meeting Objectives • Formalize decisions • Inform the Board - opportunity for Board to inquire and assess information beyond the written reports • Assign action items 23
  22. 22. The Board Agenda • Information Before the Meeting (hopefully 3-5 Days) ✓Performance information ✓Market issues including supply, competitors, channels, products, etc. • At the Meeting ✓Minutes ✓Decisions required ✓Discussions at high level (Nose In, Fingers Out) 24
  23. 23. The Board Agenda • Fiduciary Vs. Advisory ✓Make sure you address what you are REQUIRED to as Fiduciary • Establish a flow for the meetings as well as for the year ✓For the meeting, a standard set of ideas ✓For the year, if quarterly meetings, perhaps a topic deep dive o Q4 Following year plan o Q3 People and Compensation o Q2 Market Dynamics o Q1 Strategic Plan ✓All issues on the table, but focus for annual cycle 25
  24. 24. Setting the Agenda - Sample ABC Board of Directors Meeting Wednesday, May 23, 2018, 10:00 am. Agenda • Call to Order ✓Attendance ✓Introduction of Guests • Approval of Minutes from February 21, 2018 Board Meeting • CEO’s Report • CFO’s Report • Committee Reports • Other Business • Adjournment 26
  25. 25. Agenda Considerations • Think about where you want to focus your precious time together as a board: ✓ How much time on reviewing reports vs. discussing strategic matters? ✓ How will we allocate our energy - what comes first, and what’s handled later in the day? ✓ How can we minimize distractions during the meeting? (i.e. scheduling a mid- morning break for attending to calls/emails) ✓ Set time limits for each agenda item and keep to them! 27
  26. 26. Closed Sessions • Discussion of certain topics should be limited to closed or executive sessions of the Board, such as ✓Conflict of interest issues ✓Executive compensation and similar issues ✓Litigation ✓Other topics of a highly confidential or sensitive nature • Board meeting are by default open meetings, particularly where the organization has member constituents who may be entitled to attend Board meetings • Closed sessions require a motion and vote to enter, and a motion and vote to exit (which should be duly recorded) 28
  27. 27. Closes (Executive) Sessions • Minutes of closed sessions should be kept according to the same principles of minutes generally - however, minutes of closed sessions will generally not be available for review by non-board members. 29
  28. 28. Section Four: Facilitation 30
  29. 29. Board Engagement • Stress in position description as well as in interviews expectations of participation ✓You are here because of both specific topical knowledge as well as your overall business acumen • Create a review process • For the Board as a whole ✓Is the company getting from the Board what they were looking for? • For individual Board members • Encourage open and frank discussions ✓NO AD HOMINEM 31
  30. 30. The Meeting Itself • If you have planned well, the meeting should go (almost) according to plan. • Board Chair is the ringmaster - responsible for timing and tone of the meeting. • Following roll call, Chair should note whether a quorum is present in the event a vote is required. • Reserve questions and general discussion to specific times - typically at either at the beginning or the end of the meeting. • Two rules for the Chair: ✓Keep it civil (or bring it back from the brink when it is not). ✓STICK TO THE AGENDA!!! 32
  31. 31. Robert’s Rules • Robert’s Rules of Order are the paradigm but generally impractical and unnecessary as a method for conducting a Board meeting. • That said, if the Board Chair or another director is steeped in parliamentary rules, apply them when and where necessary - for example, to break a logjam. • Listening is the best rule (and skill) you can develop and demonstrate - from the Chair to the newest member of the Board. 33
  32. 32. Identifying Action Items • Action items can be identified as the meeting goes along and/or identified in a wrap at the end (just prior to adjournment) • Board Chair should circulate an action item list, deadlines, and other key details after the meeting, and them follow up before the next meeting • Your takeaways and next actions can kick off the planning process for the next meeting 34
  33. 33. Minutes • Formal minutes are a necessary part of Board governance. Minutes are considered legal documents by courts, auditors and the IRS. • As a rule, the Board Secretary bears responsibility for ensuring that appropriate minutes are prepared. However, minutes can be taken and drafted by any officer, staff member or agent designated to the task. • Review, comment, revision (if necessary) and approval of last meeting’s minutes should be the first substantive item on the next meeting’s agenda. • IF IT DOESN’T APPEAR IN THE MINUTES, IT DIDN’T HAPPEN. 35
  34. 34. Section Five: Follow Up 36
  35. 35. Minutes • General Rule: Less detail rather than more • Substantive categories to cover ✓Attendance - roll call of directors and guests ✓Decisions Reached (or not) ✓Action Items ✓Discussion Topics and Reports ✓Open Issues • KEEP IT SIMPLE - okay to describe decisions made without reference to the votes of specific directors or discussions held and reports given by identifying only the participants and subject matter of the discussion of report. 37
  36. 36. Board Meeting Follow-Up • Make sure to document action plans including due dates • Interim reporting to ensure all are up to speed • Interim committee meetings • Open communication ✓Within Board ✓With leadership, as appropriate ✓With Shareholders, as appropriate ✓But all Board members need to understand the limits as well as expectations of reporting on conversations back to other Board members 38
  37. 37. Planning for the Next Board Meeting • Success or failure of a Board meeting depends on what happens in the days/weeks/months since the last meeting. • Communication and preparation are key • Board Chair should drive the process • Include Board members in the planning process 39
  38. 38. Section Six: The Role of the Chair 40
  39. 39. Some General Key Rules • Chair runs the meeting • Close debate by consensus where possible • Any voting process is acceptable so long as properly recorded • Use votes on action items as leverage to assign responsibility • Be civil • Be clear 41
  40. 40. A Key Rule • KNOW YOUR BYLAWS (or at least the rules that govern quorums, voting, and other procedural matters) • You don’t want to conduct important business NOW and have a Board member or other stakeholder point out LATER that you acted in violation of the Bylaws 42
  41. 41. Three Wisdoms for Board Chairs • Don’t let the perfect be the enemy of the good: Better to be 80% perfect and take action than wait for everything to come together just right. • It’s OK to experiment: The only way to get better is to try new things. Take a few risks, and learn from them. • Take advantage of tribal knowledge: For many situations the board faces, someone in the organization has had experiences you can learn from. Ask others for perspectives and history that can inform your path forward. 43
  42. 42. Section Seven: Additional Materials 44
  43. 43. Board Formation Foundation • Make sure there is a Board Charter outlining: ✓Board responsibilities ✓Board member responsibilities • Make sure there is an understanding of evaluation processes ✓For Outside Members and for Insiders ✓For the Board as a whole o May be different for Fiduciary Vs. Advisory 45
  44. 44. Resolutions and Voting • Resolutions and votes are how the Board decides to act (or not) • Directors make resolutions - not non-director regulars or guests • A resolution should not be a surprise to the Board Chair 46
  45. 45. Resolutions and Voting • When Presenting a resolution ✓Preview the resolution ✓Give background and hold discussion ✓Close the discussion (the Board Chair) - if there is no consensus on closing debate, consider whether to continue the motion to a future meeting ✓Call for a motion and a second ✓Vote ✓Chair notes for the record that it passed or not passed - result ( but not specific votes) is noted in the minutes 47
  46. 46. Adjournment • This may seem obvious, but... ✓ Board Chair should note on the record that there is no further business and move to close the meeting ✓ Don’t forget to second the motion, vote, and declare the meeting closed 48
  47. 47. Committees • Committees are formed to assist the Board in its business and deliberation • Committees can be standing committees, ad-hoc committees and advisory committees (not much difference between the latter) 49
  48. 48. Why Form a Committee? • To handle ongoing significant activities • To handle a special project or address an issue that is too complex for the Board to handle • To investigate, analyze and advise the Board on significant matters • To comply with applicable law or “best practices” 50
  49. 49. About the Faculty 51
  50. 50. About The Faculty Mark Trembacki – marktrembacki@gmail.com As Managing Principal of Risk Management Levers, Mark Trembacki provides organizations with practical value-added solutions in strategy development and execution, enterprise risk management, acquisition integration and governance. Mark enjoyed a diverse career at BMO Financial Group, holding a variety of executive risk management and business leadership roles. He has also served as an instructor teaching Enterprise Risk Management in the Masters of Finance program at the University of Illinois, Urbana-Champaign. Mark graduated from the University of Illinois, earned an MBA in Finance from The University of Chicago Booth School of Business, and is a CPA. He earned a Cyber Security Management Graduate Certificate from the University of Virginia and is recognized as a National Association of Corporate Directors (NACD) Governance Fellow. Mark serves as Board Chair of the DuPage Children’s Museum and Treasurer of the Chicago History Museum. 52
  51. 51. About The Faculty David Spitulnik – dspitulnik@spitulnikadvisors.com David Spitulnik is a successful executive with over 40 years of experience in both large technology companies and in consulting to and leadership of mid-market, closely held and family owned businesses across a variety of industries. In addition to serving as chair of the Private Directors Association’s Private and Family Business Center Outreach Committee, David frequently writes and speaks on a number of topics related to leading, building, maintaining and strengthening businesses and their governance structures. Drawing from a broad range of experience in the United States and internationally, David is called upon to coach and mentor business leaders, to work with companies to develop and implement their long-range plans and to advise businesses on board creation, structure and effectiveness so that the individual, the board and the company can maintain powerful forward momentum. David also is active in the community, currently serving on the Executive Committee of the Board of the Youth Job Center whose mission is “Success for Young People in Their Careers and in Life.” David published a book on leadership, Becoming An Insightful Leader: Charting Your Course To Purposeful Success. The book focuses on the journey from managing to leading to advising and reflects David’s belief in communicating and questioning how individuals and teams will define and then accomplish their goals and objectives. David graduated from Haverford College with a B.A. in Economics and received his MBA from the Kellogg School at Northwestern University. 53
  52. 52. About The Faculty Nicole Edmonds – nicole.a.edmondsesq@gmail.com Nicole Edmonds is a dynamic and engaging executive leader most recently serving as Assistant Vice President and Corporate Secretary at Washington Gas Light Company where she headed up a team responsible for providing regular, expert advice to the Board of Directors and senior management. An experienced and trusted advisor, Nicole knows how to work seamlessly across business units and the legal department to manage all aspects of the corporate secretary function, including securities law compliance, corporate governance and affiliate entity management. Nicole has provided expert legal support for finance, treasury, HR and other functions within an organization. She is an expert governance and securities law technician with extensive experience in both the private and public sectors, including deep knowledge of federal securities laws and regulations, including the Securities Act of 1933, the Securities and Exchange Act of 1934 and exchange listing standards. She is experienced in matters under the Delaware General Corporate Law (DGCL), the Virginia Stock Corporation Act and the DC Business Corporation Act. 54
  53. 53. About The Faculty Phil Buffington – Phil.Buffington@arlaw.com Phil Buffington joined Adams and Reese in 2011 and serves as Leader of the Financial Services Team, and is a Partner in the Transactions Practice Group. For more than 30 years, Phil has served as a trusted advisor to community, regional and national financial institutions, and he routinely helps these institutions assess and analyze regulatory and litigation risks. His practice is focused primarily on the representation of financial institutions in corporate governance, transactional and bankruptcy matters. He serves on the Adjunct Faculty Staff of Mississippi College School of Law (Banking Law and Business Planning) and also serves as a Faculty Member at the Mississippi School of Banking (Commercial Lending I and II). He is a frequent speaker and presenter for CLE and other courses on topics related bank regulatory matters, commercial lending, secured transactions and other banking topics. 55
  54. 54. About The Faculty Alberto del Pilar – Alberto.delpilar@butcherjoseph.com With more than 16 years of global corporate finance and capital markets experience gained at industry- leading investment banks, Albert has worked extensively with both publicly listed and privately held companies from around the world. Past experience includes serving as a member of the Global Industrials Group within the Corporate Finance Department at Morgan Stanley. At Morgan Stanley, Albert advised privately held companies in the structuring and execution of shareholder liquidity transactions involving the sale of equity to employees, management, and private equity investors. Albert began his career at Merrill Lynch where he helped execute over 50 equity and equity-linked investment offerings totaling more than $18 billion. He then joined the Credit Suisse capital markets group in New York where he collaborated on 45 public equity offerings totaling $6 billion for environmental, business services, healthcare, and education companies. Afterward, Albert joined the Sao Paolo office, working on cross- border mergers and acquisitions within the petroleum, agricultural, transportation, and mining industries. Albert graduated cum laude from Harvard College and holds a Master of Science degree in foreign policy from Georgetown University where he was recognized for academic excellence. He serves on the board of the St. Louis International Institute Community Development Corporation. 56
  55. 55. Questions or Comments? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 57
  56. 56. About Financial Poise 58 Financial Poise™ has one mission: to provide reliable plain English business, financial, and legal education to individual investors, entrepreneurs, business owners and executives. Visit us at www.financialpoise.com Our free weekly newsletter, Financial Poise Weekly, updates you on new articles published on our website and Upcoming Webinars you may be interested in. To join our email list, please visit: https://www.financialpoise.com/subscribe/

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