BOARDS AND HOW TO MAKE THEM BETTER!!!!!!!!

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WE NEED TO BE CLEAR Public, private, family owned, venture-backed, etc?

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In my belief, they are fundamentally different!!!!!!

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And the answers to many of the questions I would ask, would be different for each.

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ADVANTAGES

u  1.

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DISADVANTAGES

u  1.

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THINGS TO WATCH OUT FOR

u  1.

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Is the board meeting or the dinner the night before?

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Why Build a High-Impact Board?

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Sounding Board

u  For you and your senior managers, helping you set your company’s top strategic goals and challenges and advise management about execution

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Forum

u  For problem solving and management support

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Source

u  Of critical market and operational expertise

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Resource for Identifying

u  Recruiting, and onboarding top managerial talent

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Resource for Networking

u  With the key people outside your company who can help your company succeed

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Bad board dynamics result

when:

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Bad…….

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u  1. The board is set up for “control” or other “non-impact” purposes.

u  2. Board members are not committed to spending the appropriate time and energy to participate and be helpful.

u  3. One or more board members monopolizes the board discussion.

u  4. Board members are not aware of or not held accountable for what’s expected of them.

BAD……Part 2

u  5.There is poor alignment between various board members around the company’s short-and long-term goals and aspirations.

u  6. The management team does not properly prepare the board to have a meaningful conversation about the company and its markets.

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Charm’s Main points

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u  The more time spent on financial statements, the less the meeting accomplishes

u  The more the board understands the metrics of prediction, the better the discussion .

u  Running the meeting is very important

u  Term Limits are critical

u  The board needs to be involved in the strategy discussions way earlier than CEO’s allow or think about

u  If there are outside investors, every meeting can not be a scorecard on the CEO

Directors

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AGENDA

u  1. #####

u  2. Issues that concern CEO

u  3. Issues that the board thinks are important

u  4. Senior management team rotate throughout the year

u  5. Other…….

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What one factor will most influence whether or not a board

succeeds?

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10%

17%

18%

23%

31%

creating the board at the right time

other

Having the right mix of management, independent, and investor board

members

Having effective board meetings

Having a cohesive board

Having diverse board members with the right skill sets and experience

Setting Clear Expectations,

Demanding Full Accountability

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u  Four to eight hours per month for board-related activities and responsibilities

u  One day per quarter for on-site board meetings

u  A couple of hours per month to provide ad hoc operational or strategic advice

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Charm’s point of view

u  For private and family-owned, there are no votes….

u  whether formal or informal

u  Major job, help the CEO with what he or she thinks is important at the moment and ( sometimes point out other issues that should be discussed)

u  Running the meeting is most important along with boards expectations.

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For other boards

u  VC’s don’t act like ( nor in my mind should they) like regular shareholders

u  THEY DON’T REPRESENT ALL THE SHAREHOLDERS

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Public

u  By The Numbers

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SOURCES: Many, many…….

u  Many materials written on the subject

u  Many discussions with experienced CEO’s and Directors

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