Category: BoardOps

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BoardOps

BoardOps: Best Experience for All

BoardOps: Best Experience for All

A Quick Reminder: BoardOps Methodology

BoardOps is a methodology that recognizes that true agility starts at the top — with the organization’s board and the executives who work most closely with the directors. Its purpose: help the board excel at its most important product, sound informed decisions while carrying out the board’s oversight and fiduciary responsibilities. It creates the best experience for all.

BoardOps encompasses organizational processes, culture, and mindset. It integrates everyone associated with board work into a single, more automated workflow: Corporate Secretaries, General Counsel, C-Suite executives, CEOs, Lead Directors, and others. They work together toward a shared objective: improving board effectiveness and corporate performance.

BoardOps extends board meeting planning well beyond routine calendaring and rote repetition. It applies advanced technology to the entire board planning and meeting process – bringing in relevant governance regulatory requirements and investor governance policies. It prioritizes and better informs boards about their most impactful decisions.

Who BoardOps Benefits

BoardOps allows everyone who touches board work and workflows to have the best overall experience and provide the best results to others involved in the process.

Executives Benefit

BoardOps enables CEOs to gain alignment with boards on key issues that could otherwise suffer from drift or disagreement. By adopting BoardOps, CEOs can:

  • Elevate the most impactful board agenda topics
  • Provide better direction to executive teams. Better direction enables organizations to develop and deliver products and services faster than if using traditional board management methods. That speed and certainty can improve the company’s bottom line and build brand and shareholder value.
  • Attract and retain top talent. BoardOps reduces frustrating “back and forth” between management. Board-related workflows are articulated. Direction is clear.

Directors Benefit

Boards benefit from alignment with management regarding priorities. Alignment means that the boards focus more on the most impactful topics. By adopting the BoardOps philosophy, boards:

  • More regularly give and receive 360-feedback, improving effectiveness
  • Increased alignment with and responsiveness from management
  • Reduce wasted board and management time and energy
  • Reduce risk
  • Know where investors stand on myriad issues which arise in the course of board work. Then, take those views into account when making decisions.

Corporate Secretaries and Governance Professionals

Corporate Secretaries and governance professionals will find that BoardOps methodologies and advanced technology:

  • Reduces time spent on routine and repetitive tasks
  • Helps reduce human errors common in manual board workflow
  • Improves how they work, independently, with their team members, others in their organization, and others outside the organization
  • Encourages flexibility and innovation

Investors

Increasingly, investors and some regulators want to know what agenda topics boards work on and how boards are working on those agenda topics. BoardOps provides the board with a way to talk with investors about how the board works – an explainable framework that lends itself to engagement discussions.

Additionally, BoardOps is easy to explain in the governance practices section of the corporation’s annual proxy statement.

Others

Corporations may find that adopting BoardOps culture is persuasive with credit rating agencies and D&O insurers, evidencing the board and organization’s commitment to bettering governance and organizational performance.

The BoardOps Experience: Continuous Improvement Benefits All

BoardOps is an ongoing process for continuous improvement. Boards’ key work products are decisions. BoardOps focuses on improving the quality and process of this decision-making. It ensures organizational agility does not stop at the boardroom door. The BoardOps experience benefits everyone involved in board workflows and decisions.

About Foresight® by Corporate Governance Partners, Inc.

We believe better boards:
• Build more strategic companies
• Align more effectively with management on goalsValue better human capital management
• Employ more reliable financial controls and reporting
• Generate more profits
and advance a company’s commitment to:
• Ethical, compliant cultures
• Embrace inclusion and celebrate diversity, free from harassment
• Safe workplaces and products
• Consideration of environmental and social impacts in operational and strategic decisions
Therefore, we are working to transform how boards and corporate governance professionals work by building advanced technology to elevate the work of boards. Foresight’s integrated, innovative, information-centric features enable a more agile Board culture which leads to better board decision-making.

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BoardOps

BoardOps: It Starts with Culture

It starts with culture. A robust BoardOps culture fosters 5 key elements: 

  1. Collaboration
  2. Automation
  3. Monitoring
  4. Measurement
  5. Continuous Improvement

Each of these elements is important. However, a BoardOps culture really flourishes when a company fosters all of them. Here’s why and how to foster each.

BoardOps Culture: Collaboration

Executives, directors, and investors often don’t agree on big (or small) issues. This disconnect is what prompted development of BoardOps! BoardOps enables the Board to work better together along with others who have a stake in board decisions.

How do these disparate groups work better together? BoardOps transcends traditional approaches to board meeting preparation and board meetings themselves. It helps these groups in the prioritization of decisions needed, improving meeting documentation, and incorporating investor views into decision-making.

BoardOps culture promotes collaboration within and beyond the boardroom by emphasizing diversity, environmental stewardship, and social responsibility in board deliberations and decision-making. Diverse boards bring diverse competencies and experiences to the board table and to board.

BoardOps Culture: Automation

BoardOps utilizes advanced technology to enhance board-related planning processes

A board’s primary product is decisions. BoardsOps looks at that decision-making process to identify bottlenecks that slow effective, quality decisions. Then, BoardOps professionals measure and identify these barriers and then leverage automation wherever possible to improve throughput.

A BoardOps culture relies on advanced technology to automate repetitive processes. Those include board planning processes, meeting documentation, and accessing relevant data. That data includes, for example, investor governance polices and voting records, company ownership, ESG issues, and peer comparisons. In addition, innovative analytics free up staff time for higher-level work and provide the board with better and more current information.

Because companies assume that these workflows are acceptable or cannot be improved, companies often fail to map them. In a BoardOps culture, corporate governance professionals, management and the board all utilize advanced technology to a much greater extent than in the past.

BoardOps Culture: Monitoring

BoardOps helps better manage key elements of board work — monitoring tasks, work in progress, and outcomes. Deliverables are identified and progressed – not lost in the shuffle or complexity that sometimes occurs around board meeting planning or meetings themselves.

Many companies spend inordinate amounts of time on board meeting preparation. A BoardOps culture can help management reduce prep time. Also, it can identify and provide the board with the most relevant information, and thereby, reduce information overload.

In addition, more efficient fulfillment of the board’s monitoring (i.e. risk mitigation) role allows more board attention to its advisory (value adding) role.

BoardOps Culture: Measurement

BoardOps uses analytics to measure board effectiveness — enabling both management and boards to increase effectiveness. Continuous measuring using analytics helps identify root causes of bottlenecks and barriers to quality decision-making. It empowers professionals to act quickly and proactively to prevent degradation of board workflow processes or diversion of resources from prioritized decisions.

Measurement starts early in the planning process; using analytics to plan appropriate emphasis on the most impactful agenda topics while meeting governance compliance requirements. The same analytics that inform the planning environment can also identify problems before they adversely impact board decision-making.

Analytics can make board, committee, and individual director self-assessments more fact-based and actionable. For example, a retrospective analysis of how the board chose to prioritize agenda topics (i.e., spend its time) in the past year can be revealing and guide planning for the following year. Analytics enable management and boards to assess how well they achieved board goals.

Analytics empower:

  • Individual directors and the board as a collective to improve performance, planning and recruitment
  • Management to improve workflows, information flows, and agenda topic prioritization
  • Investors to better understand how the board and the company approaches important topics
  • Others involved in board-related workflows (within and beyond the company) to collaborate on problems and improve board-related workflows

BoardOps Culture: Continuous Improvement

Continuous improvement is a critical element of BoardOps culture. Analytics is a valuable tool for continuous improvement.

BoardOps emphasizes the use of analytics to improve the board’s use of its time. Too often boards spend too much time on short-term Execution agenda topics (which tend to have short-term impact). Too often boards give short shrift to Strategy and Leadership agenda topics (which tend to have mid-and-long-term impact). BoardOps culture’s emphasis on analytics to promote continuous improvement can help boards better prioritize their most impactful Leadership and Strategy agenda topics.

Analytics also enable the board to meaningfully assess board composition to inform board succession planning and recruitment – both important Leadership agenda topics.  Analytics can provide insights into director tenure, skills, diversity(in its many forms).

BoardOps. It Starts With Culture.

BoardOps culture emphasizes continually improving the quality and process of this decision-making. It ensures organizational agility does not stop at the boardroom door. Moreover, BoardOps allows everyone who touches board work and workflows to have the best overall experience and provide the best results to others involved in the process.

Foresight® by Corporate Governance Partners, Inc.

We believe better boards:
• Build more strategic companies
• Align more effectively with management on goalsValue better human capital management
• Employ more reliable financial controls and reporting
• Generate more profits
And advance a company’s commitment to:
• Ethical, compliant cultures
• Embrace inclusion and celebrate diversity, free from harassment
• Safe workplaces and products
• Consideration of environmental and social impacts in operational and strategic decisions
Therefore, we are working to transform how boards and corporate governance professionals work by building advanced technology to elevate the work of boards. Foresight’s integrated, innovative, information-centric features enable a more agile Board culture which
leads to better board decision-making.

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BoardOps

Agility Starts at the Top

BoardOps: Best Experience for All

BoardOps: \’bôrd ãps \ A methodology that seeks to address the rapidly changing landscape of modern Corporate Governance and business practices by incorporating Agile processes into the work of the Board of Directors. The term BoardOps combines “Board” (as in Board of Directors) and “Ops” (as in operations).

What is BoardOps?

BoardOps is a methodology that encompasses processes, culture, and mindset. It recognizes that true agility starts at the top of corporations. It starts with the board and the executives who work most closely with the directors. Its purpose: help the board excel at its most important product, sound informed decisions, while carrying out its oversight and fiduciary responsibilities.

BoardOps does that by better integrating everyone associated with corporate board work. Corporate Secretaries, General Counsel, C-Suite executives, CEOs, Lead Directors, and others work together in a single, more automated workflow. Their shared objective: improving board effectiveness and thereby, corporate performance.

BoardOps prioritizes and better informs corporate boards about their most impactful decisions. It extends board meeting planning well beyond routine calendaring and rote repetition by applying advanced technology to the entire board planning and meeting – bringing in relevant regulatory governance requirements and investor policies.

BoardOps benefits the board and everyone involved in the greater board workflow and decisions.

Why Haven’t Corporations Already Adopted BoardOps?

Many corporations embraced the benefits of DevOpsi and Agileii ways of working. But, they stopped short of taking these approaches into the boardroom. Boards have been used to working certain ways and were reluctant to change. With BoardOps, boards now have a roadmap for change and improvement. That improvement is especially important and necessary as boards take more active approaches to their work, evolving from their traditionally more passive approach.

How BoardOps Can Improve Corporations

BoardOps is a way of working that recognizes that true agility starts at the top. It helps the corporate board excel at producing its most important product – quality, informed decisions – as it carries out its significant and ever evolving oversight and fiduciary responsibilities.

  • Agile corporations can respond quickly to rapidly changing competitive landscapes and macro environments, such as COVID-19, and the resultant economic upheaval.
  • Agility must permeate all levels of the corporation, but it is especially beneficial in the boardroom. Why? Because a board is a team of equals.
  • BoardOps bridges the divide between Agile processes implemented within a corporation and the processes that guide decisions-making at that corporation’s highest level. Starting with the board can be the first step to realizing Agile’s benefits for the entire corporation.

What BoardOps Does So Well

BoardOps is a broad term. More specifically, BoardOps encompasses processes, culture, and mindset to use advanced technology to:

  • Make the board’s work more visible, especially its decision-making process, and understandable internally (to management) and externally (to investors, rating agencies, etc.).
  • Communicate transparently and proactively with investors, employees, and stakeholders.
  • Foster continuous improvement in board support and board effectiveness using monitoring and measurement. Analytics are a highly effective tool for improving board effectiveness – assessing how boards set priorities and evaluating board composition.
  • Create a culture of experimentation: acknowledge and address mistakes, then apply learnings to produce continuous improvement.
  • Embrace social and economic change as a catalyst for competitive advantage.
  • Prioritize and focus on the strategic decisions that best position the organization to carry out its purpose and for long-term business sustainability.
  • Reduce the amount of work in progress prior to final board decisions.
  • Articulate and refine board-related workflows that lead to and support board decisions Improve information flow to the Board.
  • Identify and remove bottlenecks in decision–making using advanced technology.

Using advanced technology in these ways can greatly elevate board effectiveness and, consequently, corporate performance.

In sum: Agile board. Agile organization. Agility starts at the top.

Next Time: How BoardOps Benefits Executives, Boards, Corporate Governance Professionals, Investors, and Others

i From www.guru99.com What is DevOps? “DevOps is a software development method which focuses on communication, integration, and collaboration among IT professionals to enable rapid deployment of products. DevOps is a culture that promotes collaboration between Development and Operations Team. This allows deploying code to production faster and in an automated way. It helps to increase an organization’s speed to deliver application services. It can be defined as an alignment of development and IT operation.

ii From www.guru99.com What is Agile? “Agile Methodology involves continuous iteration of development and testing in the SDLC process. This software development method emphasizes on iterative, incremental, and evolutionary development. Agile development process breaks the product into smaller pieces and integrates them for final testing. It can be implements in many ways, including scrum, kabanm Scrum XP, etc.

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BoardOps

Board Agility in Times of Crisis

The SEC’s Corp Fin Staff is looking for disclosure that enables investors to understand how management and boards are analyzing current and expected impacts of COVID-19 on company operations and financial condition, including liquidity and capital resources. For this reason, in planning your company’s upcoming board and committee meetings, you may want to:

1) Incorporate COVID elements into briefing materials for standing agenda topics and/or

2) Add additional agenda topics in order to appropriately address unprecedented circumstances created by COVID.

Here are a few thoughts about how boards can do that effectively and how Foresight® can provide board agility in times of crisis:

COVID’s Impact on Company Finances: SEC guidance suggests that, as basis for disclosure, your board would address:

  • Short- and long-term funding and liquidity risks
  • Burn rate and ability to withstand sharp declines in sales or supply chain disruptions.

Perhaps your Finance team could prepare updated liquidity analyses taking into account such variables as COVID “high water” unemployment levels where your company does business and your company’s personnel actions (pay cuts or increases, furloughs, layoffs, and recall actions and plans). That can support board discussion of:

  • Use of lines of credit and government support programs, access to capital markets
  • Scenario planning for expected, faster, and slower recovery
  • Cost savings (or increases) from COVID-related changes to your business  
  • Material changes to your company’s cost of capital.

Several Foresight Agenda Topics lend themselves to board discussion of COVID-related financial information:

  • Report of the Chief Financial Officer: The CFO could report on COVID-related impacts on the balance sheet, cash flow, financings, progress on strategic transactions, investor response to recent company announcements, etc. The CFO might also review COVID’s Supply Chain impacts, e.g., weaknesses, uncertainties, and workarounds.
  • Report on financial reporting issues. Your audit committee will likely expect to hear how you are applying Staff guidance to company filings.
  • Approve capital strategy and annual capital plan. Your board will likely look more closely at dividend policy, debt structure, working capital, capital needs/uses for the year (including accelerating or postponing specific capital projects).
  • Approve debt. Your board may need to authorize the issuance of specific debt instruments or delegate authority to issue debt.
  • Report on major financial risks:  It is timely to review COVID’s impact on major financial risks, disclosure, and controls created to mitigate those risks.

COVID’s Impact on Sales: To the extent relevant, briefing materials and board discussion could cover:

  • Lost, improved, or significant shifts in Sales and anticipated recovery
  • New/modified customer payment terms – including financing that the company provides
  • Revenue cycle days and accounts payable days

These Foresight Agenda Topics lend themselves to discussion of COVID-related Sales information:

  • Report of the CEO – Business Update: This is an opportune time to share significant COVID-related developments, including any regarding Sales.
  • Report of the Chief Financial Officer: The CFO’s Report complement’s the CEO’s Report with updates on operating results, including Sales.
  • Report on Operating Segments: It is useful for each operating segment to annually discuss the segment with the full board – this year’s reports would include COVID’s impact on Sales.

COVID’s Impact on Risk: Board discussion could address:

  • Update of your Enterprise Risk Management (“ERM”) program to identify new COVID-related risks or uncertainties including material operational risks and uncertainties
  • Cybersecurity Risk associated with increased numbers of employees “Working from Home” (WFH)
  • Reputational risk from company COVID-related actions/inaction and, although not mentioned in SEC guidance, risk from company actions/inaction in response to recent protests

These Foresight Agenda Topics lend themselves to discussion of COVID-related Risk information:

  • Review enterprise risk management program: Annually, the board reviews the annual ERM risk assessment. COVID’s impact on your business may warrant an update to your ERM and report to your board.
  • Review strategically significant environmental, social and governance (ESG) risks: Your company and investors may use environmental, social and governance (ESG) criteria assess risks from your products and business operations and practices. As it relates to COVID:  
    • Social: Company relationships with its employees, suppliers, customers, and the communities in which it operates, and the company’s health and safety policies
    • Governance: Risk-based incentives.

COVID’s Impact on Information Technology: Board discussion can cover:

  • WFH: Does your company need to invest in new equipment to address your company’s technical capabilities? How has WFH impacted productivity?
  • Results of/lessons learned from new COVID-prompted tech initiatives

These Foresight Agenda Topics lend themselves to discussion of COVID-related Risk information:

  • Review company’s information technology capabilities: This year’s review could include assessment of capabilities versus post-COVID-needs.
  • Review role of technology in the company’s business and industry: It is useful to review the role of technology in post-COVID strategy, including key aspects of tech-reliant processes and products.

COVID’s Impact on Human Capital Management (HCM): Board discussion can cover:

  • Employee health and wellness, including retrofitting facilities (especially manufacturing facilities), procedures to ensure health and safety, and sick leave policies
  • Plans for facilities use – short- and long-term – including WFH
  • Return to work planning: accommodation and limits, and security measures addressing protests/looting

These Foresight Agenda Topics lend themselves to discussion of COVID-related HCM.

  • Review HCM programs including succession planning (below C-suite) During the HCM committee’s review of human capital management programs (e.g., recruitment, retention, evaluation, compensation, succession planning), it is good to consider the programs’ alignment with company values, culture, strategic direction, and compensation philosophy.
  • Review diversity and inclusion: The HCM committee receives reports on the status of the workforce regarding diversity (gender and ethnicity), equity and inclusion efforts – and that reporting should include consideration of recent protests.

COVID’s “Silver Linings”: Some companies are finding business opportunities in COVID. (E.g., Remote meeting services have never had greater demand, but even they must significantly invest more in security provisions.) Board consideration of new opportunities is warranted. 

  • New innovations in processes or product/service
  • New customer needs or perceptions
  • Distribution improvements:  e.g., moving to the cloud, increased on-line activity,
  • Regulatory changes (albeit some only temporary) and regulatory advice to specific industries (e.g., COVID-related relaxation in pharma, banking, insurance)

Conclusion

COVID has changed how many many things are done – including how boards carry out their responsibilities. Foresight provides boards agility in times of crisis, including tools for effective agenda planning and support for high-quality board discussions, decisions, and disclosure.

To learn more about Foresight®, click here: https://foresight.board-ops.com/

© 2020 Corporate Governance Partners, Inc., Chicago, IL 60601

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BoardOps

COVID-19 changed how boards use tech.

Instead of quarterly in-person meetings, many boards are meeting weekly or bi-weekly for shorter, virtual meetings. Board meetings are unlikely not revert to the old norms soon. The challenge: using technology to make these virtual board and committee meetings as productive as possible. Board management software makes remote meeting prep possible for corporate governance professionals, General Counsels, CFOs, CEOs, and others. Board portals make distribution of briefing materials a breeze. Videoconferencing makes the meetings themselves possible.

Attention Span: The average feature film lasts about two hours. (Many people have a tough time paying attention for even that long. Even at in-person board meetings, attention drifts if a topic runs on too long. Planners of virtual board and committee meetings should take this into account.

Scheduling: Typically, regular board meetings occur in-person over 1 or 2 days – often with committee meetings occurring sequentially or concurrently before or after a board meeting. Attending all of those meetings via videoconference is like a running marathon in the rain. Yet breaking up those long-scheduled regular meetings into more digestible segments is challenging because those meetings have been on directors and executives as calendars as much as 2 to 3 years in advance. Most boards will continue to meet (but virtually) on those scheduled dates, adding more meeting dates as needed to address COVID-19 impacts.

Agenda Topics/Outcomes: Adapting board and committee agenda to virtual meeting formats will help keep the meeting and business moving forward. Start by being clear regarding the desired outcome for each agenda topic: Approve, Review, Ratify, Delegate, Report of. Being specific gets everyone on the same page about the reasons for the agenda item.    

Advance Prep: No longer will (or should) boards sit through dirge-like PowerPoint presentations. As presenters draft briefing materials, they should be clear about why the topic is on the agenda and suggest the 2 or 3 aspects of topic about which the presenter is seeking board input. Tech offers additional possibilities. Prerecord and post executive’s or advisor’s remarks to the portal for directors to both see and hear in advance of the meeting. Use the board portal to get briefing materials to directors for review well ahead of time; a week in advance of the meeting is good practice.   

Companies have varied in pre-meeting outreach practices. Going fully virtual might prompt committee staff officers to call each committee member several days prior to the meeting to cover questions they might have covered over coffee before an in-person meeting. Outreach affords committee members a chance to ask the staff officer to provide some additional information at the meeting and to give the staff officer a heads up if the director is not supportive of a proposed approach.

Video Conferencing:

  • The Chair may want to establish a few “ways of videoconferencing” guidelines to help meetings run efficiently while still ensuring that every director has his or her say.
  • Presenters should assume all directors have read the briefing materials, remind directors of those 2 or 3 suggested focus points, then initiate discussion.

Minutes: Advanced board management technology should enable automated preparation of draft minutes.

Analytics: Well-planned virtual board and committee meetings can be shorter but more effective because there is less time spent on “presentations” and more on in-depth discussion. Pay attention to how the board and committees are using their time. Time-use analytics can inform planning of future virtual meetings.

Conclusion: In the Time of COVID-19, look to advanced technology to further elevate ways of working, making governance professionals more efficient and boards more effective.

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BoardOps

Keeping your board together while it works remotely

COVID-19 is driving rapid migration to digital technologies. Nowhere is that truer than in corporate governance.

As you manage your company’s board work, you do not want various versions of spreadsheets, WORD document and PowerPoint decks stored on numerous coworkers’ hard drives. You need to accelerate your organization’s board-related digital capabilities – you need to employ a fully integrated board management solution. You need Foresight.

Foresight’s advanced technology allows you and your board to do much more – more cost-effectively and much better. And because it is cloud-based, you and your board can work securely and effectively from almost anywhere.

Foresight allows you, your company’s executives, and your board to:

  • Automate meeting and agenda planning for board and committees
  • Easily distribute meeting briefing materials to designated meeting participants – using Foresight’s integrated board portal capabilities
  • Generate draft “ready-for-editing” minutes
  • Create and manage meeting follow-ups
  • Generate board-related metrics

Foresight’s benefits include:

  • Board-related metrics to assess and elevate board effectiveness
  • A unique agenda hierarchy that helps management and the board align on annual priorities and goals
  • Saving General Counsel and Corporate Secretarial teams hours of work and rework
  • Potential to save outside counsel and consulting fees for corporate governance work

Make your life easier when you really need easy. Make your board better when it really counts.

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BoardOps

Has WFH got you rethinking how you work?

We built Foresight® expressly to enhance your board-related workflows: preparation, document, and evaluation.

Board and committee agenda-building is a key component of board meeting prep. It’s an iterative process. Foresight is more efficient and reliable than the word processing and spreadsheets most corporate governance professionals use now. It reduces tedious work, freeing time for your high-impact work.

Foresight users can quickly build draft agenda, then share those with colleagues and committee chairs for review. Users can check their draft agenda for compliance with state law, SEC requirements, and exchange listing standards. Foresight also generates draft minutes to document meetings as well as analytics to help boards assess their effectiveness. It also allows you to track follow-up tasks, so they do not get lost in the shuffle.

As you shelter in place, learn more about how Foresight can improve how you work!