Author: sethd

Unlock Efficiency: Streamline Your Law Department for Budget Success

Post author By sethd
Post date May 25, 2023

June & July is budget season. Has your firm been asked to reduce legal costs in next year’s budget? You’re not alone.

In today’s increasingly cost-conscious business landscape, legal departments are facing the pressure to do more with less. If you’ve been tasked with reducing costs in your law department’s budget for the upcoming year, rest assured that you’re not alone. Many organizations are seeking innovative ways to optimize their legal operations without compromising quality or compliance. As a result many are turning to Foresight® software to help streamline corporate governance processes, maximize efficiency, and meet budget goals. By harnessing the power of automation, Foresight®, frees up valuable resources so you can focus on more critical tasks, postpone new hiring and reduce outside legal fees.

1. Postpone the New Hire:

While expanding your team may seem like the logical solution to handle increasing workloads, consider postponing new hires as a cost-saving measure. Instead, leverage Foresight®, boardroom decision-support software, and explore alternative solutions to optimize board meeting productivity. By implementing efficient processes, you can accomplish more with your current staff.

2. Reduce Outside Legal Fees:

Collaborating with external law firms can quickly drive-up costs. To minimize these expenses, evaluate your legal needs and determine which tasks can be handled automatically by corporate governance software. For certain matters, such as agenda setting, compliance checks, minutes and secure doc sharing implementing Foresight® offers a cost-effective solution all in one package. By prioritizing internal expertise and leveraging external resources strategically, you can effectively reduce outside legal fees.

3. Free Yourself for More Important Tasks:

Repetitive and mundane tasks can consume significant amounts of time and energy. Embrace automation to streamline processes and free up your valuable resources for more important responsibilities. Here are some specific areas where automation can make a significant impact:

• Quicker board planning and speedier collaboration: Foresight® guides how agenda’s are set by assigning them priorities based on each companies unique requirements.

• Easier compliance tracking, plus updates done for you: Automate compliance tracking (e.g., DE law, NYSE/NASDQ listing rules, SEC regulations.) ensuring your organization stays in line with regulatory requirements.

• Faster meeting minutes: Replace manual note-taking with tools embedded in the process that suggests a starting language that includes attendees and automatically, saving time and improving accuracy.

• Easier proxy statement prep: Streamline the preparation of proxy statements with board tenure & demographic analytics.

• D&O Questionnaires in a snap: Simplify the distribution, collection, and analysis of Director and Officer questionnaires using Foresight® automate the process.

• More targeted board recruiting: Leverage technology to streamline the board recruitment process with custom skills matrix, helping you find the most qualified candidates efficiently.

• Easier implementation of board evaluation feedback: Collect feedback from the board on every agenda item to easily track and implement necessary improvements.

By embracing automation in these areas, you can significantly enhance efficiency and redirect your focus to strategic initiatives that add value to your organization.

Reducing costs in your law department’s budget doesn’t have to mean sacrificing quality or compromising compliance. By implementing Foresight®, you can optimize your operations, streamline processes, and free up valuable resources to focus on more critical tasks. Embrace automation, leverage existing expertise, and explore alternative solutions to unlock efficiency and achieve budget success.

Remember, you’re not alone in this endeavor. Many organizations are proactively seeking innovative ways to maximize their legal department’s efficiency. Stay proactive, explore new technologies, and adapt to the changing landscape to ensure your law department remains a valuable and cost-effective asset within your organization.

Schedule a demo of Foresight® today!

Tags Savings

Savings

6 Ways to Save with Foresight®

Post author By sethd
Post date May 12, 2023

8 Ways to Save Money with Corporate Governance Software

In today’s hyper-competitive business environment, effective corporate governance is crucial to maintain compliance, ensure transparency, and make informed decisions. While these systems can be complex, incorporating Foresight’s® boardroom decision-support software into your business operations can lead to significant cost savings.

1. Enhance Decision-Making Efficiency

Foresight® [schedule demo here] provides real-time access to crucial data and insights, allowing board members to make informed decisions promptly. Faster and more accurate decision-making processes can prevent costly mistakes and missed opportunities.

2. Streamline Processes

Corporate governance involves several administrative tasks, including compliance with internal and external entities, preparing agendas, taking minutes, and circulating information among board members. Foresight® software automates these tasks, saving time and resources that would otherwise be spent on manual processes.

3. Lower Compliance Costs

Non-compliance with regulations can result in costly fines and penalties. Foresight® helps ensure that your company stays in compliance by providing updated information on regulations for each board meeting agenda item, tracking compliance-related tasks, and documenting compliance efforts.

4. Improve Communication and Collaboration

Miscommunication can lead to errors, delays, and increased costs. Foresight® provides a centralized platform for communication and collaboration, ensuring everyone is on the same page and reducing the likelihood of expensive misunderstandings.

5. Reduce Risk Management Costs

Effective corporate governance involves identifying and mitigating risks. Foresight® suggests an annualized board agenda that ensures risk identification, assessment, and mitigation strategies get appropriate time and consideration in the boardroom. This can help prevent costly mishaps and save resources that might otherwise be spent on crisis management.

6. Unlimited Users & Committees

Foresight® charges a flat fee for all users and committees, including access for any outside advisors (i.e. auditor, compensation, banker, lawyer etc.) whom may be deemed worthy. In addition, there are no extra costs required for secure sign-on, task management or D&O questionnaire, these features are already baked into the software.

Foresight® can help businesses save money by streamlining processes, reducing operational and compliance costs, enhancing decision-making efficiency, and improving communication. By adopting boardroom decision-support software, companies can not only save money but also improve their overall corporate governance strategy, leading to better business outcomes.

Board Effectiveness

Preparing the Board for Crisis

Post author By sethd
Post date April 21, 2023

The unpredictable nature of crises has the potential to shake up any organization. From cybersecurity breaches to proxy fights, and from natural disasters to reputational scandals, crises can impact your company’s operations, finances, and reputation. A well-prepared Board of Directors is crucial for managing these situations effectively. This blog post offers insights on how to prepare your Board of Directors for crisis management and provide guidance on how to create a proactive and resilient approach to potential threats.

Establish a Crisis Management Working Group

Designate a dedicated crisis management team to work with your Board of Directors. This working group should be comprised of members with diverse skill sets and backgrounds, including legal, finance, communications, and operations. Their primary responsibility is to anticipate potential crises, develop response plans, and ensure that the entire Board is informed and prepared to take action when needed. Don’t wait. You can’t build the Red Cross during the hurricane.

Develop a Crisis Management Plan

Developing a comprehensive crisis management plan is a crucial step in preparing your Board of Directors for crisis situations. This plan should include:

A clear definition of what constitutes a crisis for your organization
An outline of the roles and responsibilities of Board members during a crisis
A communication strategy to ensure accurate and timely information sharing
A process for evaluating the effectiveness of the response and adapting the plan as needed

Provide Enough Agenda Time to Prepare

In order to effectively manage a crisis, Board members must be well-informed about the various types of crises that may affect the organization. Provide regular training sessions and educational materials to keep them up-to-date on industry trends, potential threats, and best practices for crisis management. This will help them make informed decisions and respond effectively in high-pressure situations.

Encourage Open Communication and Collaboration

Encourage open communication and collaboration among Board members, especially during crisis situations. This includes:

Regularly updating each other on potential risks and emerging threats
Sharing information and resources to address potential crises
Establishing clear channels of communication for urgent decision-making

Conduct Regular Crisis Simulation Exercises

Conduct regular crisis simulation exercises to test your Board’s readiness for crisis management. These simulations will help identify areas for improvement, increase familiarity with the crisis management plan, and build confidence in your Board’s ability to navigate challenging situations. Be sure to debrief after each exercise to assess performance and make necessary adjustments.

Monitor and Assess Risk

Continuously monitor the risk landscape for new or evolving threats. This includes staying informed about industry trends, technological advancements, and regulatory changes that may impact your organization. Conduct regular risk assessments to identify potential vulnerabilities and make necessary adjustments to your crisis management plan.

The Art of Deviating from a Meeting’s Planned Agenda

Rigid adherence to an agenda in the face of a crisis – or even a significant development – is simply wrong-headed. But deviations should be purposeful and proportional. Many examples readily come to mind – including a significant product or facility incident, a credible offer for the company (or a large segment of the company), a sudden change in leadership forced by a resignation or a need for the board to act regarding an executive’s bad behavior.

When faced with whether an issue is worthy of board agenda deviation from plan, here are three questions that can help you frame the best approach:

What information is available now that can be shared with the board?

Is the board simply being informed or being asked to make a decision?

How to gain alignment between the board and CEO on the cadence for updates and more information?

Dealing with a Crisis That Isn’t Company-Specific

When 9/11 occurred and when the 2008 financial crisis hit, boards had to quickly and effectively deviate from their planned agenda to address the immediate impacts of these challenges while still keeping their eyes on the long-term. Healthcare companies added the impact of SAR impact to their agenda when that outbreak occurred. The results of the Brexit vote found its way onto quite a few agendas – and evolved into an ongoing business planning topic. Unfortunately, coronavirus was and still is on the agenda for most boards today. The list goes on and on.

Dealing with a Crisis That Is Company-Specific

Recognizing a board-level crisis in the moment is the critical first step. The crisis team should assemble and then follow these steps:

When a crisis emerges, first “stop the bleeding.” Don’t do more harm.
Second, under attorney direction, seek to find the root cause.
Third, under attorney direction, learn more about who may have been harmed already, and if warranted, make reparations.
Fourth, make changes to guard against this kind of crisis in the future. Think broadly about this stage, not narrowly.

The crisis team should meet frequently until the scope of the problem is clear, then decide how often to pool information.

A major cyberbreach certainly warrants a change in agenda – and depending on how well the board has been educated about the company’s protocols and the impact, that item may be the focus of that next meeting and others that follow.

A key executive’s health crisis can also prompt a board to consider whether to implement interim succession plans, revisit longer-terms plans or even replace an ailing executive. One of the trickiest disclosure issues is when to disclose an executive’s health issue – and how to balance that with the executive’s right to privacy.

When the board makes a change in agenda to take up something quite unexpected, it should also consider the possible disclosure implications that arise from it. Hopefully, the company’s management team – and lawyers – already have been thinking about that.

Preparing your Board of Directors for crisis management is a proactive and essential step in ensuring your organization’s resilience. By establishing a dedicated working group, developing a comprehensive plan, providing enough agenda time, encouraging open communication, conducting simulations, and monitoring risk, your Board will be better equipped to navigate any crisis that may arise. This preparation will not only minimize the impact of potential crises but also help maintain the trust and confidence of stakeholders, employees, and customers.

Enjoyed this post? We’d love to hear from you. Email us at info@corpgovpartners.com.

Get your agenda priorities straight!:

Tags agenda setting, crisis preparedness

BoardOps

Board Agendas & Human Capital

Post author By sethd
Post date April 12, 2023

How Board Agendas Tie to Human Capital

Often, words make a difference. Some are not fans of “corporate speak” but are coming around to the idea that nomenclature matters. Consider this food for thought:

“Review workforce compensation strategy (“Total Rewards”)” as an agenda topic recognizes that compensation is more than salary! It encourages boards to think more broadly about compensation.

“Review human capital management programs including succession planning (below C-suite)”as an agenda topic encourages boards to go below the C-Suite to see how the company is developing its talent as they work their way up the corporate ladder or grow in place. This type of report could include training programs that keep employees current with tech changes as an alternative to eliminating employees who do not have skills needed to use this new tech.

“Review executive talent development and succession planning” is a key board responsibility. We have seen some companies weather sudden CEO deaths or disabilities because the board had done the necessary but challenging work in this area. Companies that have not done this work are often thrown into chaos.

“Review human resources strategy”is about making sure that the board and management have an understanding of potential changes to the company’s workforce as a result of changes to the company’s business as well as emerging technologies and other workforce changes. It goes beyond considering potential changes in the next year to looking forward at least five years to try to project the company’s workforce needs and opportunities. Institutional investors are also beginning to focus not just on executive compensation programs and strategy, but on the company’s approach to recruiting and retaining talent company-wide. This includes whether the company’s workforce relies on full-time, part-time, temporary, or outsourced labor.

How Board Agendas Can Help a “Human Capital” Strategy

In many cases, old-fashioned agenda topics don’t effectively frame current human capital management topics. That’s understandable given that human capital management is broader & deeper than “old-fashioned” topics like executive compensation and succession planning for the C-Suite.

Using more current & dynamic agenda topics – like those suggested by the “SASB Materiality Map” – a board (or its responsible committee) can more effectively delve into topics that address “the management of a company’s human resources (employees and individual contractors) as key assets to delivering long-term value. It includes issues that affect the productivity of employees, management of labor relations, and management of the health and safety of employees and the ability to create a safety culture.”

We suggest agenda topics like:

Review human capital management programs including succession planning (below C-suite) – The board or committee responsible for recruiting, retaining, evaluating and succession planning for non-C-Suite positions and the human capital management programs should ensure they align with the company’s values, culture and strategic direction (including the company’s compensation philosophy).

Review human resources strategy – The board or committee should understand potential future changes to the workforce as a result of the rise of emerging technologies and other workforce changes. The board and management should not only be considering potential changes in the current year, but should instead look forward to at least 3-5 years to attempt to predict the company’s needs. Institutional investors are beginning to focus not just on executive compensation programs and strategy, but also on the company’s approach to recruiting and retaining talent company-wide.

Review diversity & inclusion – A diverse and inclusive workforce culture is helpful in recruiting and keeping top talent. Customers value it as well. The board or committee should review the status of the company’s workforce diversity (gender & ethnicity) and inclusion efforts and results. Management’s reporting on this topic should provide an overview on the company’s recruitment programs as well as data on retention rates.

How does your agenda compare? We’d love to hear from you. Email us at info@corpgovpartners.com.

Get your agenda priorities straight!:

Tags agenda setting, human capital management

BoardOps

Who Sets the Board Agenda?

Post author By sethd
Post date March 29, 2023
Sticky post

(A Post For Public Companies)

Setting the board agenda is a team sport. It involves lots of players. The team’s composition will not only vary depending on the circumstances in your particular company – but also will vary depending on the circumstances of what is happening in your company right now. Agendas need these varied inputs to ensure that boards and committees do not get too comfortable with how it is always been done, ensuring that agendas reflect the future of the company – not its past.

The general counsel (at some companies a corporate secretary – for convenience, we refer to the GC below) plays a key role being an effective facilitator and communicator. This can be challenging. There are times when you might have to redirect someone who doesn’t really belong in the process but wants to insert himself. Or more common, they want to place something on the agenda that shouldn’t be included. Being a gatekeeper isn’t fun. But someone has to do it.

These are the people who typically provide input into what should be on the agenda:

Full Board: Lead Director, committee chairs, CEO, CFO, COO/President, EVP HR, GC
Audit/Risk Committee: CEO, CFO, Controller/Chief Accounting Officer, Internal Auditor, Tax Exec, Securities Lawyer, IT Security, Risk Exec, IR
Compensation/Human Resources Committee: CEO, CFO, EVP HR, Compensation, Workforce Strategy, Diversity and Inclusion
Governance and Public Affairs: CEO, CFO, General Counsel, Head of Governance Relations, Head of Corporate Affairs/Media

The General Counsel’s Role in Setting the Board Agenda

It varies from company to company but its part compliance, part coaching and awareness-raising, part project management, part peace negotiator. Definitely part shrink. Its many hats.

At a basic level, the general counsel should always be involved in agenda planning discussions to ensure that items requiring board approval get put on the agenda. The general counsel should also ensure that all actions required by listing standards, state law, or securities regulations (or any other applicable industry regulations – banking, insurance, defense, nuclear, etc.) are addressed in the agenda.

If the general counsel knows that a project or deal is coming down the road, they should be working with the executive in charge – and CEO – to establish a cadence leading to the ultimate board action. Introducing the project or deal, providing updates regarding analysis and negotiation, a discussion of the deal framework, obtaining independent opinions (legal & financial) and of course, ensuring that the board provides any required final approvals.

The general counsel track best practices – both in governance and for the company’s industry in general – and advocating for the addition of any emerging agenda topics. A hot topic today is the numerous elements of ESG as they relate to the company’s business or industry. The general counsel can be invaluable in helping fit those into the agenda.

What is the Role of a “Staff Officer” for Board Committees?

At most companies, each board committee has a “staff officer” who works with the general counsel to coordinate agenda and materials for the committee meetings. The “staff officer” has a background that matches the role of the committee – the controller or internal auditor for the audit committee, someone in HR for the compensation committee. Typically, the governance committee falls to the general counsel.

These staff officers are key teammates for general counsels – and are key to committee effectiveness. Working together, they can ensure that agenda are well-crafted.

They can also work together to see that committee briefing materials are well-prepared. They should acquaint preparers with meet any “norms” that have been set for board briefing materials (e.g., decks not memos, not more than 12 pages, text must be at least 14 pts, each page must have a clear purpose stated at the top). They should help colleagues know their “audience.” Preparing materials understand the role of the board is different from the role of management and, therefore, materials for the board serve a different purpose than a management briefing.

They can also leverage their experience and expertise to coach employees who are attending a committee meeting for the first time or will need to deal with a particularly contentious issue on the agenda. Some committees are looking for a “presentation,” but most are looking for “discussion.”

Helping those employees understand how to prepare for a discussion with the committee will make the employee more confident going into the committee meeting and the committee meeting more effective.

How does it work at your company? We’d love to hear from you. Let us know at info@corpgovpartners.com.

Tags agenda roles, agenda setting, board agenda

BoardOps

The Year-Long Agenda

Post author By sethd
Post date March 20, 2023

The Year-Long Agenda Plan for your Board

It’s a smart idea to assemble a year-long list of agenda items for the board and each committee before year-end. Calendar up a date for the start of this process so it doesn’t get overlooked. The General Counsel, CEO and board chair or committee chairs should collaborate to decide the plan.

Before you start, complete the board and committee self-assessments and decide on priorities for the coming year. (For example, the compensation committee want to focus on executive compensation redesign this year.) That sequence allows the annual agenda to reflect those discussions and decisions. Otherwise, the agreed upon priorities can be overlooked.

Everyone knows that the details of each meeting’s agenda will need to deviate from the plan during the course of the year, but the discipline of an annual agenda plan increases the likelihood that the board and committees will address both their obligations (think of all of the “To Dos” captured in the committee charters!) as well as their identified priorities. It also give the chair a tool for keeping the group on topic – “Good question, Bob, and we’ll cover that topic in November.”

Individual Meeting Agendas Flow Out of the Annual Agenda Plan

When your company has a year-long plan for board and committee agendas, those plans serve as the starting point for preparing each individual meeting’s agenda. It’s good to do that 6 to 8 weeks in advance of the meeting (more, when laying out your review of the company’s strategic plan) Then confirm that the agenda is still generally in line with the needs and priorities established.

Of course, an annual agenda is just that – a broader, overarching document. You’ll need to be flexible to take advantage of new opportunities or to address unforeseen problems as they arise. For example, if the bond market is moving in a way that provides an environment for opportunistic tenders or issuances, be ready to act. Board authority will be needed – and, well, it’s better to flag that possibility several weeks or two months before the meeting, rather than closer. This approach means that the CFO or Treasurer can work it with the Chair of the Finance Committee or Lead Director in a way that’s not time pressured and unnecessarily stressful.

Learn how Foresight’s proprietary Agenda Hierarchy tool makes this simpler and clearer.

Request a demo