This document outlines a webinar series focused on effective corporate governance for board directors, emphasizing their roles, responsibilities, and best practices. It highlights the importance of directors in navigating complex business environments and managing risks while maintaining effective communication and oversight. The series aims to educate attorneys, accountants, business owners, and executives on governance challenges and strategies for private companies.

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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

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Thank you to our Sponsors, Sunburst Digital
and Private Directors Association®.

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.
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5. Meet the Faculty
MODERATOR:
Mark Trembacki – Chief Strategy Officer, Busey Bank
PANELISTS:
Phil Buffington, Partner - Adams & Reese LLP
David Spitulnik, Managing Partner - Spitulnik Advisors
Jeremy Waitzman, Partner - Sugar Felsenthal Grais & Helsinger LLP
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6. About This Webinar -
The Effective Director
The success of the board relies on the individual contribution, expertise, and behavior of its
directors. During this program, we talk about the role of the director, the critical attributes of a
strong director, the role of the Board and Committee chairs, and common opportunities and
challenges for boards and board members. Through sharing examples from our expert group
of panelists, we look at what is expected of directors from ownership and management to help
highly effective directors meet or exceed those expectations and make a meaningful
contribution to the company’s success.
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.
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7. About This Series - Board of Directors Boot Camp
More and more privately-held companies are recognizing the benefits of effective corporate governance
and are working towards establishing more formalized and independent board processes. Multiple factors
influence this evolution at private companies and its continued acceleration: Managing increasing
complexity companies face in today’s operating environment and the associated requirement to have
additional and new expertise to help navigate; Shoring up risk management practices to manage an
expanded and ever-changing risk profile; Dealing with leadership transitions and succession planning
resulting from the demographic wave associated with leadership retirements and generational ownership
transfers; Responding to the ever-increasing pressure that companies face from foreign competitors
Managing growing stakeholder expectations – customers, employees, community - as well as
government regulation. The myriad of complex issues in running a business ranging from supply chain
management to digitization/technology to reputation management point to the need for enhanced
governance. Establishing, maintaining, and evolving a more structured and formalized approach to
governance can feel daunting. This webinar series discusses various aspects of good governance in
private companies including best practices and common pitfalls. 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.
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8. Episodes in this Series
#1: Roles & Responsibilities: a Primer
Premiere date: 3/24/22
#2: The Effective Director
Premiere date: 4/21/22
#3: The Effective Board
Premiere date: 5/12/22
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9. Episode #2
The Effective Director
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10. What is the Role of a Director?
• Protect Shareholder’s Interests
• Fiduciary – financial, legal, and specific committees
• Help steer towards the mission and vision – ask thought-provoking questions
• Oversight:
✓ Values, ethics & culture
✓ Leadership performance and training
✓ Leadership team and succession planning process
✓ Challenge thoughts and probe into decision making process
✓ Ensure organization is sufficient for achieving strategies
✓ Acquisition and large organizational restructurings
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11. Being an Effective Director
• Understand your role
• Understand the difference between working in a business and being on a board (your
opinion matters, but they don’t have to accept it)
• Look down the road and anticipate for them
• Know how to ask thought-provoking questions
• Be willing to say things that might not be popular if you feel it will help them see
something differently
• Engage!
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12. Upholds Fiduciary Principles
• Responsibility to entity
• Commitment to corporate priorities and interests
• Board approval (not individual authority) for key policy decisions
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13. Ensures Leadership Alignment
• Identification of critical areas for improvement
• Prioritization of opportunities
• Definition of key strategies, financial/performance metrics, and service levels
• Successful execution of strategies
• Development of talent
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14. Establishes Accountability
• Mission/Vision/Values
• Short term objectives and results
• Long term planning for sustainability
• Forward-looking strategic thinking
• Succession planning
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15. Manages Strategic Risk Factors
• Financial controls
• Technology exposure
• Potential products/services/other liability exposure
• Potential human resources liability exposure
• Production shutdown/disaster recovery/business continuity
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16. Some of the Toughest Situations
• Anticipating and preparing for industry disruption
• Preparing for economic, regulatory and legal issues that totally change the playing field
• Addressing CEO performance and/or replacement
• Making sure that acquisitions or large expansions are done well
• Helping to craft the right mission without being overly influenced by our own past experience
• Helping executives to make sure they are properly staffed to address the larger issues facing
the business
• Dealing with differing stakeholder opinions
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17. Nose In, Fingers Out
Many executives struggle to transition to board roles where they're charged with insight and
oversight, but not operations. “Nose in, fingers out” is a reminder that the board’s job is to
question, challenge and support, and allow management to run the business.
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18. Establishing Effective Boundaries
• Boards can maintain “Nose in, fingers out” by clarifying their processes and boundaries.
• Have annual calendars for key topics.
• Develop board and committee charters that specify scope and duties.
• Define decision protocols for how decisions are made, including which decisions are
within management’s domain and which require board approval.
• Develop a strong governance culture.
• Adapted from: https://hbr.org/2006/11/how-well-run-boards-make-decisions
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19. Conflicts of Interest
• Conflicts of interest may arise when directors stand to directly or indirectly benefit personally
from a board level decision or other relationship with the company. Conflicts of interest can be
managed by:
✓ Requiring disclosure of potential conflicts.
✓ Recusing a director from decisions that present a conflict.
✓ Creating a conflict of interest policy or addressing in the bylaws.
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20. Board Committees
• Board committees are designated by the board to more deeply investigate and review
certain topics and make recommendations to the board or in some cases make decisions on
its behalf. The Committee's role is determined by its charter. Common areas of committee
oversight include:
✓ Governance/Nominating
✓ Finance
✓ Audit
✓ Compensation
✓ Strategic planning
• Directors often add significant value through committee contribution.
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21. Ways Boards Can Support Business Performance
• Clarifying expectations for management
• Acting as mentors or sounding board for executive team
• Providing resources to address business issues (talent, consulting resources, etc.)
• Challenging assumptions
• Ensuring a strategic planning process is in place
• Requiring rigor in financial and management reporting
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22. Dealing With Disruption
• The pace of technological change and dynamic markets today require directors to be
more engaged with the business landscape to stay current. Boards may also need to adapt
their processes to move more quickly in response to a changing environment. Boards should
consider:
✓ What external factors are likely to have the greatest effect on this business?
✓ What should we be monitoring?
✓ How can we stay informed on critical trends?
✓ How might our board process need to adapt to ensure we attend to these changes?
✓ What kind of information will we need to make informed decisions?
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23. Conflict and the Board
• The boardroom is the place for spirited and respectful debate.
• The boardroom is not three place for relationship conflict, as hominem attacks, etc.
• Conflict should be about ideas, not about personalities.
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24. Skills/Experiences a Director Can Bring to the Table
• Executive: leadership, strategy, relational
• Functional: general management, sales, operations
• Growth: organic, M&A, new markets
• Industry
• Customer perspective
• Governance
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25. Traits of Effective Directors
• Strong communication
• Curiosity
• Humility
• Emotional intelligence
• Discipline
• Courage
• Enthusiasm
• Focus
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26. Engaging in the Board
• Take advantage of onboarding resources
• Leverage relationships with management to learn more about operations
• Prepare questions and ideas for major discussions
• Make space for personal connection to build relationships and trust
• Drive committee activity
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27. Professional Development
• Directors should remain ahead of trends in business, technology and markets as well as
growing in their governance skills. Ongoing education may include:
✓ Participation in governance education (NACD, Private Directors Association)
✓ Follow major business press
✓ Attend industry trade shows and events
✓ Network with professionals from other industries
✓ Executive education in leadership, communication, finance, and other leadership and
business skills
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28. The Problem Director
• Directors undermine effective governance when they:
✓ Are unable to take in other perspectives
✓ Talk more than their share
✓ Focus on operational issues
✓ Don't keep commitments
✓ Berate management
✓ Aren't prepared
✓ Represent a particular point of view rather than the entire enterprise
✓ Resist inevitable change
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29. Evaluation as a Tool for Personal Development
• Board structure
• Interpersonal relationships
• Achievement of goals
• Use of time
• Individual participation
• Relationship with management
• Board knowledge
• Board composition
• Attendance and engagement
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30. About the Faculty
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31. About The Faculty
Mark Trembacki – marktrembacki@gmail.com
Mark Trembacki is Executive Vice President and Chief Strategy Officer of Busey Bank where he leads
strategic planning and execution, acquisition integration, ESG, Customer Experience, and the overall
evolution of this rapidly growing financial services company. Prior to joining Busey, Mark founded Risk
Management Levers, Inc., a consulting firm focused on strategy, risk management, acquisition integration, and
change management leveraging his deep experience from leadership roles at BMO Financial Group.
Mark has an MBA in Finance from The University of Chicago Booth School of Business, a BS in Accounting
from The University of Illinois at Urbana-Champaign, and is a CPA. He is a qualified SEC Financial Expert,
completed National Association of Corporate Directors (NACD) Directorship Certification, and earned NACD’s
CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering
Institute. Mark completed a Cyber Security Management Graduate Certificate from the University of Virginia.
Mark serves as the Immediate Past Board Chair at the DuPage Children’s Museum and Treasurer of the
Chicago Historical Society (Chicago History Museum) and was part of CEO Search Committees at both
organizations in 2019 and 2020. He has also been an adjunct professor at the University of Illinois Urbana-
Champaign teaching Enterprise Risk Management in the Masters of Finance program.
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32. 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.
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33. 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 a member and former of the Private Directors Association’s Private and Family
Business Center Outreach Committee and a member of the PDA Chicago Programming 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.
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34. About The Faculty
Mark Trembacki – marktrembacki@gmail.com
Mark Trembacki is Executive Vice President and Chief Strategy Officer of Busey Bank where he leads
strategic planning and execution, acquisition integration and the overall evolution of this rapidly growing
financial services company. Prior to joining Busey, Mark founded Risk Management Levers, Inc., a
consulting firm focused on strategy, risk management, acquisition integration, and change management
leveraging his deep experience from leadership roles at BMO Financial Group, including U.S.
subsidiary BMO Harris Bank. Mark has an MBA in Finance from The University of Chicago Booth
School of Business, a BS in Accounting from The University of Illinois at Urbana-Champaign, and is a
CPA. He is a qualified SEC Financial Expert, a National Association of Corporate Directors (NACD)
Governance Fellow, and earned NACD’s CERT Certificate in Cybersecurity Oversight from Carnegie
Mellon University’s Software Engineering Institute. Mark also completed a Cyber Security Management
Graduate Certificate from the University of Virginia. Mark serves as the Board Chair at the DuPage
Children’s Museum and Treasurer of the Chicago Historical Society (Chicago History Museum) and
was part of CEO Search Committees at both organizations in 2019 and 2020. He has also been an
adjunct professor at the University of Illinois Urbana-Champaign teaching Enterprise Risk Management
in the Masters of Finance program.
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35. 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.
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38. About Financial Poise
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