Tag: #boardops

Categories
Board Effectiveness

Talking with Your Board

Leading effective discussions at board of directors meetings. Great board discussions elevate board decision-making.

You followed the advice in our last blog. You prepared a dynamite briefing piece (usually a deck) for the upcoming board meeting. Your deck included the information your directors need for informed deliberations and decision-making. You posted your deck to your board’s board portal — well before the board or committee meeting so they had time to read and consider it.

Now, as promised, we offer some suggestions to help you elevate your directors’ engagement and impact at the board meeting.

Assume that your directors have read your deck before the meeting. That assumption enables you to strive for less presentation, more discussion. Discussion is what allows your company to benefit from your directors’ varied experiences and perspectives. No need to replay your briefing deck you sent directors to review.

Be aware of meeting logistics and dynamics. Because of COVID, boards are not sitting at huge tables while “presenters” stand behind podiums. Most if not everyone will be participating virtually.

Likely, your board and management has developed agreed upon practices for not talking over each other during discussion. Respect those practices.

Set up the board’s discussion.

  • Say why the topic for discussion warrants board attention.
  • Say what you are asking the board to do.
  • Summarize management’s perspective.

You might start off by saying something like…  

“Annually, the board reviews and approves the company’s capital plan. Part of that process is consideration of  our dividend and share repurchase policies.

“The board must decide how best to return capital to our shareholders using dividends, share repurchases or some combination of those two. In our deck, we described four alternative approaches for the coming year. In sum, those are:

  1. Maintain both current dividend policy and share repurchase rate
  2. Increase current dividend policy and maintain share repurchase rate
  3. Maintain the current dividend policy and increase share repurchase rate
  4. Increase both dividend and share repurchase rate

“Today, we are asking for your input on the relative merits of those four alternatives. Based on your discussion today – and your input on the balance of the capital allocation topics discussed today, we will submit a final capital plan for approval at your next meeting.”

Speak in Plain Language. Use short, clear sentences and active voice. Decode acronyms.

Provide Context. Say something like… “As you recall from the March meeting, we are significantly increasing investments in plant and equipment during the coming year. Our dividend and repurchase policies need to take that into account.”

Be visual. Hopefully, a page in your deck graphically captures your recommendation or alternatives nicely, ask your directors to look at that page as you describe management’s recommendation or alternatives.

Generally, if you did a good job on your briefing deck, you do not need a separate presentation deck.

Prepare for questions. Typical director questions might touch on these topics:

  • How does what you are proposing compare to our peers/competitors’ practices? Do your benchmarking ahead of time!
  • What assumptions underlie your recommendation? Your briefing deck should cover those. Refer directors to the relevant page in your deck, summarize quickly, then ask what aspect you can clarify or expand.
  • How have you assessed risks? What will you do to mitigate them?
  • How does your recommendation advance your company’s long-term goals/strategy or address the crisis at hand?
  • What are current investors expecting? Will this direction help us attract our optimal investors?  
  • What legal considerations apply to the situation being discussed?

Invite questions and discussion. It may be harder to manage Q&A and a wide-ranging discussion in a virtual than live meeting. Nonetheless, try to engage as many directors as you can. Be open to challenges; that is part of a director’s role. Encourage directors to talk with each other as well.

Summary:

  • Great briefing materials can significantly elevate your board’s meetings and decision-making, and its overall effectiveness.
  • Great board discussions elevate board decision-making.

Categories
Board Effectiveness

Great Briefing Materials Make Great Meetings

Great Briefing Materials Make Great Meetings

Boards want briefing materials that provide them the information they need for informed deliberations and decision-making. So, here are some suggestions to help you prepare great briefing materials.

Page 1:  Tell the Board Why and What – Then Summarize Your Story

Say why you are providing this material to your board.

State the what of the agenda topic. What are you asking the board to do? This is where you say what you need from your board.

Here are examples of how to “set up” your board’s discussion or decision:

  • Report of internal audit. The Internal Auditor will present the Department’s quarterly report to the Audit Committee. During this report, the Internal Auditor will highlight progress on the department’s planned review of payment controls and audit of expat employee expenses. We look forward to your questions and comments on that progress.
  • Approve company’s strategic plan. Based on the board’s review and deliberations regarding the board’s July strategic plan meeting, management has updated the company’s 5-year strategic plan to reflect input and suggestions the board provided at that meeting. Management is recommending board approval of the updated strategic plan attached.
  • Review capital strategy and capital plan. In connection with the board’s review of the capital plan, we are looking for your input as to the relative merits of the alternative dividend policies we are presenting for your consideration. Based on your deliberations and input, we will prepare a final recommendation for approval at your next meeting.
  • Evaluate CEO Performance. In advance of the Compensation Committee making annual and long-term incentive compensation decisions for C-Suite officers, the Committee is seeking Board’s assessment and evaluation of the CEO’s performance during the fiscal year. The CEO will present his self-assessment then leave the meeting while the board meets in executive session of independent directors for discussion. Later, the Compensation Committee will meet to make compensation decisions.   

Then, summarize management’s perspective on the agenda topic. Do this in 2-5 bullets. Include a few key facts in support of that perspective. In other words, tell the reader what you are going to cover in greater depth in the following pages. State your conclusion here, do not leave readers guessing.

Pages 2-10: Tell Your Story

The balance of your deck dives into greater depth, but not too much! Most agenda topics can be addressed in 10 pages or less. Not all, but most. It’s a good goal to set for yourself. As you draft, consider:

Assume your directors will read your deck carefully – and come to the meeting prepared to discuss the agenda topic and make needed decisions.

Keep in mind the information imbalance between management and your board. Management is daily and deeply involved in the company’s operations, personnel and challenges; directors much less so. Ask yourself: what information will best help directors have well-informed discussions and make well-informed decisions? Avoid “inside baseball” minutiae and details.

Write in Plain English. Use short sentences, active voice, and bullets.

Decode acronyms. Provide a glossary with the terms spelled-out and definitions. Do not leave directors guessing what a “ACM” or “FIFM” or “GIP” is at your company.

Be visual. Use graphs, color, and pictures to illustrate your points or highlight information. Vary font size to organize information and guide the reader’s eye.  

Include any key financial takeaways. Put detailed financial schedules in your Appendix.

As you write, anticipate and address likely director questions:

  • How does your proposal compare to what our peers are doing? Do your benchmarking!
  • Did you consider other approaches before recommending this one?
  • What assumptions underlie your recommendation?
  • How have you assessed risks? What will you do to mitigate them?
  • How does your recommendation/proposal advance your company’s long-term goals/strategy or address the crisis at hand?

Appendix: Use For:

  1. Detailed financial schedules (key takeaways are in the body of the deck).
  2. Organization charts relevant to human capital management topics like succession planning
  3. Subsidiary structure if relevant to the agenda topic
  4. Supplemental flow charts at the level below those included in the body of the deck
  5. Excerpts from relevant documents, e.g., a provision of your company’s certificate of incorporation By-Law, stock plan, indenture or similar if relevant to the discussion and decision

Remember: Great briefing materials can significantly elevate your board’s meetings and decision-making, and its overall effectiveness.

Watch for more posts about presenting at board meetings and facilitating effective board discussions.

Categories
Governance News

Climate Change for your board.

Climate Change for your board.

Climate Week 2020 is over. But, your investors will continue to have interest in your company’s approach to Climate Change. They may:

  • Invest more in or divest (Unless investor is an index fund, in which case, see #2.)
  • Engage regarding role of climate in your strategy
  • Vote FOR or AGAINST the nominees on your director slate
  • Vote FOR or AGAINST your Say of Pay proposal
  • Submit or vote on climate-related shareholder proposals
  • Ask for additional disclosure about climate-related risk
  • Ask how your climate-change goals inform your lobbying

Investor interest in Climate Change has implications for your board’s 2020 and 2021 agenda.

Here we explore 7 ways that your board can address your investors’ interest in Climate Change by incorporating Climate Change into board agendas. We suggest using various agenda topics (from the Foresight® library of agenda topics) to do that.

1. Understand How Your Investors Use Climate Change Risk to Screen Portfolio Companies

More investors, especially long-term investors, favor companies that are more climate-risk aware. They believe such companies are likely to perform better over the long-term. They are looking for companies with climate-risk aware boards. So, more investors are using some sort of climate-risk or broader ESG screen to determine which companies to invest in, retain, or divest.

Agenda Topic: Review investor base and priorities

Include information in briefing materials and board discussion about how climate-related risk influences your investors’ (and target investors’) Invest/Divest decisions. 

Agenda Topic: Review strategically significant environmental, social and governance (ESG) risks 

This report by management elevates for board review the company’s environmental, social and governance (ESG) risks — including Climate Change. ESG factors cover a wide spectrum of issues that traditionally are not part of financial analysis, yet may have financial relevance – such as the company’s response to Climate Change. Those issue could include various topics, including, for example: product packaging, water usage, health and workplace safety policies, supply chains practices (e.g., labor, raw materials, emissions, waste).

2. Prepare for Effective Investor Engagement

Reflecting their interest in climate-related risk, investors may want to learn more about your company’s approach to climate-related risk or to encourage your company to take action to identify and more aggressively address climate change risk. Prepare!

Agenda Topic: Review annual shareholder and proxy advisory firm engagement program

Include information in briefing materials discussion about how the company’s plans to bring its climate-risk message to investors – during analyst calls, at outreach meetings with the proxy voting teams at major or investors, and in conversation with proxy advisory firms.           

3. Present a Climate- Informed Director Slate

Investors are increasingly looking hard at board composition – including looking for directors with experience that prepares them to effectively oversee climate-related risks and strategic opportunities.  

Agenda Topic: Review board composition and refreshment – including diversity

Take a look at your board. Your directors do not all need to be Climate Change experts. But, your board and company benefit from directors with relevant experience dealing with and leading through scientific challenges and opportunities in the business context. In-depth discussion of your board’s talent and needs can produce a rigorous, short- and long-term director recruiting plan designed to bring beneficial and useful climate-relevant experience and perspectives onto the board.

Agenda Topic: Recommend director development plans

If the board does not include directors who understand and can effectively converse in the boardroom and with investors about science in a business context, consider adding science-focused training to your board’s and directors’ annual development plans.

Agenda Topic: Approve director nominees for inclusion in proxy statement

The governance/nominating committee may want to describe how climate-related experience impacted nominee selection and include infomration about all nominees’ climate-related experience.   

4. Consider Whether Compensation Programs Can Incentivize Climate-Friendly Behaviors and Programs

Investors recognize that compensation programs reflect corporate priorities and drive behavior. For some companies, which may mean incorporating climate-related goals and measurements into compensation metrics.

Agenda Topic: Approve compensation philosophy

“What gets measured gets managed.” As the company advances its thinking about the role of climate change (even as a subset of Sustainability) in its strategy and operations, the compensation committee may want to incorporate climate-change or sustainability-related goals and measures into its compensation philosophy.   

 Agenda Topic: Recommend say-on-pay proposal and disclosure for inclusion in the annual proxy statement

Annually, the board explains and submits its executive compensation actions to investor scrutiny. If climate-change or sustainability metric(s) are included in the company’s compensation program, note that and explain why. And, explain how those metrics impacted executive compensation.

5. Anticipate and Respond to Shareholder Proposals on Climate Change

During the 2020 proxy season, investors filed some 140 climate-related shareholder proposals. Those proposals addressed topics such as carbon asset risk, lobbying disclosure, board oversight of climate and sustainability, greenhouse gas emissions, clean energy, plastics, and recycling, financed emissions, deforestation, water risks, and sustainability reporting.

  • The average vote FOR was 30% (up from 26% in 2019).
  • Several won majority FOR votes (up from only 1 in 2019). A proposal requesting a report on the alignment of Dollar Tree’s business strategy with constraints posed by climate change earned a 73% FOR vote.
  • Proponents withdrew about 40% of the shareholder proposals when negotiations resulted in companies committing to address the proposal’s issue.

Though the SEC’s recent rule changes may alter the shareholder proposal landscape somewhat, the overall cadence will likely remain: indication of investor concern, submission of shareholder proposal, possible submission of no-action request by company, negotiation, and, absent an agreement to withdraw, a vote on the proposal.  

Agenda Topic: Review annual meeting preparations

Late in 3Q or early in 4Q, the governance committee generally looks ahead to the next annual meeting and considers evolving issues. That discussion should cover any new or challenging topics likely to be the subject of a shareholder proposal and consideration of the value of proactive outreach.

Agenda Topic: Review shareholder proposals and approve statements in opposition

If a shareholder proposal meets Rule 14a-8’s requirements, the company may seek to negotiate withdrawal. If negotiation fails, the board may include a statement in opposition in the proxy materials (if it does not support the shareholder proposal) or a statement in support (if it supports the proposal). 

6. Consider What Investors Wants to See about Climate Change in Your Disclosure

Numerous ESG reporting frameworks have been developed by different organizations. They vary in emphasis, complexity, scope, and depth. None satisfies everyone. It is good for the board to be acquainted the board with the leading models in this space and with your investors’ climate-related disclosure preferences. Here is one example. According to Vanguard’s 2020 proxy season investment stewardship report:

  • “Vanguard expects companies to disclose to the market how their board oversees climate-related strategy and risk management. We look for companies to provide quantitative disclosure of their performance metrics and progress against goals.”
  • “A number of widely recognized industry frameworks provide useful guidelines for companies that seek to improve their sustainability disclosure. We support the framework created by the Task Force on Climate-related Financial Disclosures for disclosing strategy, risk management, governance, metrics, and targets. We expect the TCFD to continue to gain acceptance as a global standard (see the table on the next page). The Sustainability Accounting Standards Board produces useful industry-specific, materiality-oriented sustainability disclosure standards. We also support industry efforts with broad adoption, such as the Edison Electric Institute’s sustainability reporting template for U.S. electric utilities.”

Agenda Topic: Approve SEC Form 10-K

In connection with its review of the company’s Form 10-K, the board may want to consider what materials climate-change related information should be included in the Form 10-K or provided to investors in other formats, e.g., on the website, in a separate report.

7. Consider What Goals Inform Your Company’s Lobbying

Every business is subject to regulation of some sort in every jurisdiction in which it does business. That regulation can have impact on the Company’s results, reputation, strategy, product mix, and more.

Agenda Topic: Review annual report on regulatory environment

At least annually, management reports to the board (or a board committee) regarding the current and anticipated regulatory environment. That report should include information about significant company (and industry group the company supports) initiatives to influence the regulatory environment related to Climate Change.

Conclusion

Incorporting Climate Change elements into board agenda topics can improve your company’s preparedness and position with investors. It can also help your board address climate-related risk and strategic opportunities. Foresight’s agenda topic library, agenda management capabilities and curated information resources can make this approach easy for Corporate Secretaries and General Counsels.

Categories
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.

Categories
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.