Questions to develop board member competencies. Research included.

1. Board
development

2. Question # 1
How large is the board?

3. Companies with small boards perform better
http://online.wsj.com/articles/smaller-boards-get-bigger-returns-1409078628

4. Research on group dynamics suggests that
groups of 6 or 7 are the most effective
at decision making.
http://hbr.org/2010/12/the-big-idea-the-case-for-professional-boards/ar/1

5. Question # 2
How are board meetings done?
How are decisions made?

6. http://dna.crisp.se/docs/board.html
At www.crisp.se, board meetings are open.
Anyone can attend meeting if they wish to.

7. To begin each meeting, the board of http://iuhealth.org/
has a “connect to purpose” moment, for example a story
from a patient or physician.
http://www.strategy-business.com/article/The-Mindful-Board

8. When confronted with a profound decision, one that will
have wide impact on the mission of http://iuhealth.org/
for generations to come, the board’s values and ethics
committee convenes a group of citizens and members of
the system for input before bringing a recommendation
to the full board.
http://www.strategy-business.com/article/The-Mindful-Board

9. Further inspiration
https://www.teacherspayteachers.com/Product/Annual-general-meeting-innovation-1390067
https://www.teacherspayteachers.com/Product/How-can-we-make-better-decisions-more-rapidly-2058027
https://www.teacherspayteachers.com/Product/Improving-meetings-1569739

10. Question # 3
How is communication done
between meetings?

11. Under a new model, professional directors
working in audit committees as well as in
compensation committees would also spend a
significant amount of time gathering information
throughout the year engaging with company
staff and others between board meetings.
http://hbr.org/2010/12/the-big-idea-the-case-for-professional-boards/ar/5

12. http://m.theglobeandmail.com/report-on-business/industry-news/marketing/social-media-still-a-mystery-for-canadian-company-directors/article15369773/?service=mobile
Survey of 171 Canadian directors shows that
21% say social media is significant for their
boards today, but 74% say it will be significant
within 3-5 years.
10% of the directors say they are active users
of social media.

13. Digital megatrends such as big data analytics, cloud
computing, mobile commerce, smartphone penetration and
social media are now embedded in the core of business.
More importantly, these trends are critical to competitive
advantage. As with any fundamental change of this kind,
boards must play a central role in ensuring that companies
are accurately evaluating risks and opportunities.
http://www.kornferryinstitute.com/briefings-magazine/spring-2013/corporate-governance-20-boardroom-collides-digital-age

15. Bank of Montreal encourages shareholders to
directly contact its independent directors,
in particular about such topics as succession
planning, corporate governance practices,
and disclosure.
https://hbr.org/2015/01/where-boards-fall-short

16. One of the benefits the board and I had was an active,
capable lead director with whom I could work closely.
He did a superb job in guiding the issues of the
independent directors and in keeping me fully informed
of any concerns and issues the board might have.
When it came time to select my successor, he
developed a sound process that we both agreed
upon and led the board through it.
http://www.billgeorge.org/page/board-governance-depends-on-where-you-sit
http://www.mckinsey.com/insights/leading_in_the_21st_century/board_governance_depends_on_where_you_sit

17. Question # 4
How is CEO succession
planning done?

18. The board should find ways to make CEO succession
planning a routine, recurring, and candid topic of
discussion.
The best approach is to include a CEO-free session
during each board meeting, presided over by
the lead outside director.
http://www.strategy-business.com/article/00327

19. Taking into account both industry dynamics and company
strategy, boards should develop a CEO profile that
identifies the key skills, expertise, and experience
needed to execute the company strategy.
While the board may have chosen an effective CEO based on
the time of the appointment, it does not necessarily mean
that the same CEO should continue for the next phase in the
organization’s growth.
http://sloanreview.mit.edu/article/how-boards-botch-ceo-succession/

20. Assessment tools and methodologies to identify the future
CEO among internal candidates can include 360-degree
feedback instruments, experiential simulations,
and external assessments.
Boards should use the results of these assessments to
understand the quality of internal leadership talent and as
a base from which to develop a list of potential external
candidates.
http://sloanreview.mit.edu/article/how-boards-botch-ceo-succession/

21. Boards should create individual development plans
for non-CEO leaders that focus on acquiring the skills,
expertise, and experience needed in the future. The training
plans should feature mentoring by board members, as well as
rotations in different functions, business lines, and geographic
areas.
When directors actively participate in formulating development
plans and in mentoring, they increase their insights into the
internal leadership potential to an extent far beyond that offered
by formal presentations
http://sloanreview.mit.edu/article/how-boards-botch-ceo-succession/

22. Question # 5
What is the relation between
the CEO and the board?

23. Boards should be independent
of management.
http://knowledge.wharton.upenn.edu/article/is-one-global-model-of-corporate-governance-likely-or-even-desirable/

24. http://www.mckinseyquarterly.com/Governance/Leadership/Chairman_and_CEOone_job_or_two_1413
Percent of listed companies with
split Chairman-CEO roles

25. North American CEOs strongly prefer the dual mandate
of being board chair and CEO, as it puts them squarely in
charge and avoids the likelihood of conflicts or power
struggles within the boardroom.
The downside of this model is that in the past it often
encouraged complacency by boards and discouraged them
from getting deeply involved in issues until it was too late.
http://www.billgeorge.org/page/board-governance-depends-on-where-you-sit

26. http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-
survey/assets/pdf/pwc-annual-corporate-directors-survey-full-report.pdf
If you currently have a
combined chair/CEO, has
your board discussed
splitting the role during
your next CEO succession?

27. A board may contribute directly to company
performance by co-creating the strategy of the
company.
By pursuing a co-creative role, boards can help
open the minds of executives and steer the
strategy debate beyond any cultural blind spots.
http://sloanreview.mit.edu/article/how-strategic-is-your-board/

28. Question # 6
To what extent and how are
external people involved?

29. http://www.pwc.com/us/en/corporate-governance/annual-corporate-directors-survey/assets/pdf/pwc-annual-corporate-directors-survey-full-report.pdf
Level of influence that various groups have over
board’s decisions on executive compensation

30. A growing tendency to engage outside experts has
improved the quality of board decision making in
recent years.
Good boards now bring in governance experts to
review their practices and provide clear feedback.
http://hbr.org/2014/03/the-boardrooms-quiet-revolution/ar/3

31. Invite outsiders to critique the company’s
strategy in the boards’ strategy sessions.
http://hbr.org/2013/11/you-cant-be-a-wimp-make-the-tough-calls/ar/1

32. Shareholder engagement activities
will likely continue to increase among
organizations and boards.
http://www.corpgov.deloitte.com/binary/com.epicentric.contentmanagement.servlet.ContentDeliveryServlet/USEng/Documents/Deloitte%20Periodicals/H
ot%20Topics/Hot%20Topics%20-%20Shareholder%20engagement%20-%20A%20new%20era%20in%20corp%20gov%20-%20Sept%202013%20-%20Final.pdf

33. To test whether a board is doing its job well
or not, observe the growth and involvement
of activist investors.
If the board is doing its job well, there are no
activist opportunities.
http://www.mckinsey.com/insights/corporate_finance/Are_you_getting_all_you_can_from_your_board_of_directors

34. Survey shows that 48% of boards have a formal process of
determining the combination of skills and attributes required
for their board and, therefore, for new directors.
The future of director selection is becoming an
increasingly objective and skill-focused process.
https://hbr.org/2013/07/joining-a-board-who-you-know-m

35. Question # 7
How do board members
develop themselves?

36. http://www.slideshare.net/frankcalberg/board-member-development-64658208

37. Further inspiration
http://www.ft.com/intl/management/better-boards
http://www.gsb.stanford.edu/insights/seven-myths-boards-directors
https://hbr.org/2014/10/boards-arent-as-global-as-their-businesses
https://hbr.org/2014/08/so-you-want-to-join-a-board
http://www.mckinsey.com/Insights/Organization/Changing_the_nature_of_board_engagement
http://www.mckinsey.com/Insights/Strategy/Toward_a_value_creating_board
http://www.ssireview.org/blog/entry/boosting_nonprofit_board_performance_where_it_counts