Join us at Harvard on April 3-6, 2017 for our 7th Edition of this exciting executive program in corporate governance.
This stimulating and challenging international program addresses the key issues of governance in our time:
-- What are the global oversight challenges boards worldwide face
in disruptive times? -- What should be on the board’s agenda from 2017 onwards forcreating shared future value? -- In what way do board dynamics and moments of truth influence (future) decision making?
Using the latest and best cases and insights, shared by leading faculty at the HarvardFaculty Club, you can work with high quality peers to develop your governance capability.
CareSource is a leading nonprofit managed care company based in Dayton, Ohio. CareSource has been meeting the needs of health care consumers for more than 25 years. As advocates of good governance while in high growth, we are pleased to have them join our community!
LOOKING FOR BOARD ACCESS TRAINING?
Here is what Athena Alliance CEO says about Boardwise training:
Boardwise’s board simulation program was amazing! The facilitation was deep and relevant. I was so impressed with how Dr. Hamlin gave feedback to each woman in a way that supported and built upon what she saw from her in her style, and with such careful evidence that said she really was taking it all in! Her knowledge is also clearly very extensive and it shows she has been building on it over many years and interactions. And finally, her warmth and openness was just so incredibly disarming and wonderful. Sooooo Thank you! :)
Coco Brown, CEO
Interested in Online Corporate Governance Training?
We are pleased to provide webinar-based governance training with our partner, Illumeo.
For more information, explore its wide offerings in executive certification training.
Join Our Global Director Registry Become a member of the Board Bona Fide Registry as a vetted, qualified director candidate, for consideration by our corporate members, seeking ideal fits for their boards. Log onto our site to learn more at baordwise.biz
Learn About Membership in Our Global Governance Community Program
Our Global Governance Community Program provides a full suite of governance programs, consultation, online webinars and best practices newsletters to its members.
Our Board Governance workshops address topics critical to board members.
The workshops are interactive sessions with men and women who sit on boards providing both opportunities for development and connections.
Looking for an Independent Board Evaluation? Contact us to learn about our Board Scan evaluation. A cost-effective means to evaluate your board performance on 22 dimensions, Board Scan allows you to both create "personal best" improvements and consider best practices by boards around the globe.
Do you have a question about governance issues around the globe? Contact us for guidance! www.boardwise.biz or 510-517-7791.
Board Diversity Drive
Take a look at what Olga Mack is doing. With a budget of $100 and some personal time on social media, she continues her launch to ask boards without women to pay attention!
Be on the lookout for results from her 2017 campaign!
More than stirring up discussions in the boards she targets, she is instigating change. Based on her social media, Discovery recently added a woman.
Go, Olga! You are an inspiration.
Government and Governance
Join the "We the People Campaign"
It is a critical time in the United States to establish a national agenda that will unify our citizens. With such outright polarization of people, it is time for a valid, scientific evaluation of what are the top priorities that the citizens agree will unify us and let us mobilize for constructive action.
Somewhere along the way, we have lost the formula for how governance works in the U.S., We are a representative government. We elect officers to serve at our election to meet our needs. We do not vote and bow out.
Walks and marches show a major force of "people of discontent." That is not the same as articulating what should be the focus for constructive change.
If you agree, please review the proposal for conducting a formal, valid study (not a poll!!) to formally identify the priorities we should use to move our national performance ahead on behalf of its citizens.
What do we want for our nation, our quality of life and our future? What hopes, needs and expectations are most vital to us? Of all the many issues we must address, which are the most valuable to us? If we could only fix the top six, which should they be? And, what is possibly the one unifying goal -- one all people of our now-factioned citizens -- can stand behind together?
Knowing this can help set a direction. It can help each of us with what we can do to make the changes we most want. It can channel our passion to do the right things well. If you are as sick of being told what we will get instead of what we actually want, please join me in this special project.
No one has done a proper scientific study of what our citizens want and need and why. I am a research expert who studies the voice of customers to help companies understand the emotional and rational wants and needs of customers. Our firm invented a way to interpret how we think about what we choose. The technique -- Cascade -- is the most powerful means to deeply understand how people set priorities and why they care about their choices. In 34 years of use in 43 countries, it has never been wrong!
We want to use Cascade with our national citizens to GET OUR AGENDA RIGHT! Let us voice our wants clearly with solid, reliable research our government and elected officers can use as a platform to serve us!
A proper study differs greatly from a poll. To ensure the integrity of this study will involve the following elements:
1. In-depth initial interviews with a small set of key economists, sociologists, policy experts, etc. to understand the existing "theories" about how we got to where we are and what is possible for the future. This provides background for the study.
2. One focus group of 12 mixed citizens in each state. They will include a combination of adults who voted and did not, young and older, male and female, party-aligned and independents, etc. Each group will offer their ideas and thoughts with a facilitator who guides the session and assures people are heard with respect for all people and their input.
3. Taking the key ideas from steps one and two allows for creating an in-depth questionnaire to ask a statisically representative sample of our citizens what they feel are priorities and why, what they need, want and expect from our leaders. We will explore ideas and suggestions for a better future.
4. The study will be announced in multiple social media and traditional media to make people aware of it. The invitations to participate will be sent to those citizens selected in the formal sampling drawn by Survey Sampling, Inc., a nationally well known independent firm.
5. My firm will oversee the data collection and analysis of the data. I will personally prepare the findings and present these in many venues: speaking sessions, video, radio, government and special interest groups. The intent is to assist in taking constructive action to create the future we truly want.
The time it will take depends on the rate at which the study is funded. We can start with the initial two steps with funds of $ 50,000 and continue with the next steps as funds accrue. If the funds were available today, the study could be completed in 12 weeks. It will take a bit longer, based on funding.
IWe seek the support of 100,000 people to donate $6 each to fund this nationwide study. It will be a non-partisan study. That means there will be no sponsorship from a political party or a biased sponsor. It will be a study for the people, by the people. It will take the effort of many to collect the data and I will personally analyze it and present the findings to our government as well as organize broadcasts to all organizations and individuals who wish to take charge of our future by making a difference!
This will be the most important study of our time One person asked if we think our citizens actually want to know the truth. "We do!" Are you with us?
We must make our wants known clearly and contribute to the success of the initiative put in place to meet them. If you are anxious to see vital things happen, please join in this important way to make it happen.
If we do this together, imagine our lives soon. Getting what we need and proud of it. Do the right things the right way as a national community.
Please join in with the "FIX THE 6 WITH $6" donation.
For more information about Boardwise and its services, contact us at: Boardwise 404 Clipper Cove Way San Francisco, CA CA 94130 415-513-0903
Board Evaluations : How Are You Doing?
The obligation of boards to evaluate performance
One practice emerging from the governance wave of reform is the annual board evaluation. Whether mandatory or recommended, the intent is clear: a board of directors has an obligation to review its overall performance, provide transparent disclosure about how it operates, and continuously adopt practices to improve its overall contributed value.
Investor and shareholder insistence on ‘pulling back the curtain’
Investors and shareholders expect – and demand – a right to ‘pull back the curtain’ and evaluate the governance quality represented by a company. The fundamental value at work here is to create open and consistently accurate information about how a company governs its operation and strategy.
Obviously, openness and disclosure create a huge opportunity for companies to improve. When called upon to conduct board evaluations, however, reactions from boards of directors run the gamut from ludicrous to lofty. We see a continuum here, from the worst to the progressively avant guard.
Many types of board evaluations don’t work
Some boards pretend to perform evaluations. Others do it half-heartedly. Still others take an aggressive approach that creates huge conflicts of interest. Here are some of the more common types of board evaluations that simply don’t work.
Scofflaw. This type of board is insulted by ‘over-regulation’ and ignores the evaluation process. They take a ‘wait to see if we get caught’ approach. Their directors doubt that they will suffer serious consequences for refusing to do it, and some plead ignorance when caught. Some even expect that the requirements for self-evaluation will disappear in time.
Perfunctory. This type of board asks its general counsel to make a checklist of compliance steps and items to be disclosed. They then assign the General Counsel to ensure that a proxy statement includes this information. In other words, their directors trivialize the effort by turning it into a minimal checklist delegated to legal counsel.
Back-Slappers. This type of board allocates a five- minute slot on the agenda called ‘Board Evaluation’. At the designated time, the director asks the group: “How did we do this year?” People nod, declare they did well and congratulate themselves. The chair then says “Pat your neighbour on the back for a job well done,” and they immediately go on to the next item on the agenda. In other words, this group completely mocks the purpose of the evaluation process.
Controllers. Some boards perform their own evaluation by assigning the task to one director. The director interviews all the others, compiles the input, identifies recommendations and reviews the findings and recommendations with the board. This is entirely subjective, and often highly compromised. We know of one company chairman who insisted on conducting the evaluation himself. When confronted by the CEO about the honesty and objectivity of this approach, he simply said: “Tough. There is no law that says I can’t do it. We’re doing it my way.”
Conflicted.Some boards ask a third-party to conduct the evaluation, but then contract a company with a direct conflict of interest. Imagine, for example, a board that hires an executive search firm to conduct the evaluation. This firm does so, and then says: “Your board is missing a distinct set of skills, but we can find the person you need”. Firms that provide services should not also provide evaluations. There should be no conflict of interest.
Half a Deck. Some well-intended boards conduct an evaluation, but do not do a thorough job. They may focus on processes, structure, committee composition and skill sets. But they may ignore group dynamics, board behaviour, committee leadership effectiveness, and information symmetry between committees or between supervisory and executive boards. They mean well. But they are playing with half a deck of cards when looking at their overall performance.
So…if there are that many ways for boards to do things wrong…what works?
Other types of board evaluations work much better
Boards which take an honest and open approach to evaluations fare better in terms of improving their performance, whether this means making incremental changes or accelerating change over time.
Personal Best. This type of board does an earnest job of evaluating its performance, year after year. It looks at what it can do to improve, based on its own progress and relative only to itself. What they learn is: “Here is how we did last year. Here is how we did this year.” Like an athlete hoping to take a few more seconds off their time, a board can make incremental changes and improvements with this approach.
Normative Best Practices. Other boards conduct evaluations that include a common core set of key performance criteria. That way, they can look at their own performance and compare it to a norm within their industry peers or similar sized companies. They can also learn about best practices used by other companies that may accelerate improvements for their own board. Our board evaluation tool therefore includes thirteen core areas with metrics used across companies in all industries and countries. This maximizes the amount clients can learn about their results and best practices the world over, year after year. Boards who take this approach tend to have directors with a deep commitment to performance improvement and an earnest intent to learn and share.
The best boards use a structured approach to maximize potential and value
Boards that really want to uncover ways in which to match strategy with performance and add true value are much more committed to performing evaluations that demand true accountability. These are the Pushers.
Pushers. Seriously committed board directors are challenging themselves with new ways to measure their performance. They push for true accountability metrics. For example, Sasha Schmidt and Matthias Brauer (Strategic Governance, Volume 14, #1, 1/2006) advocate measuring the consistency between a company’s resource allocation and its announced strategy, as well as a set of related strategy consistency measures as indicators for a board’s effectiveness in guiding strategy execution.
At Boardwise, we are Pushers. We challenge our clients by using a mix of corporate performance metrics, and then tracking the correlations between their board performance and corporate outcomes. Directors in this group are truth-seekers, dedicated to maximizing their potential to add value and make a difference.
A five-level approach to board evaluation
We use a structured approach, evaluating board effectiveness at five increasingly accountable levels.
Level One – Board Essentials: Infrastructure. This level addresses thirteen ‘essentials’, including board structure, processes, composition, information, and committee and board management. Are standard board processes enough to get the job done? Is the mix of experience and backgrounds appropriate?
Level Two – Effectiveness: Processes and Group Dynamics. This level evaluates board dynamics and the abilities of directors to work effectively together and with management in terms of quality and effectiveness. Effectiveness often has less to do with formal structure than with the quality of directors themselves and how they interact. Do board members work well with each other and with management?
A good understanding of levels one and two make the performance of Level Three much easier.
Level 3 – Alignment: Coalition and Strategy Development. This level is extremely important, because it focuses on the board’s ability to align with management to define strategy and contribute to successful execution. Is there clear understanding about the appropriate metrics of corporate performance? Is there ownership of performance improvement and evaluation?
Level 4 – Synchronization: Business Issues Management. This level considers the board’s use of clear and viable accountability metrics as it synchronizes to shape models for both its business and governance. This can be difficult, and requires the right corporate governance attributes for predicting performance. Does the board articulate clear key drivers? Does it communicate to stakeholders about corporate performance? Does it anticipate and help to shape future business models and strategy that are in sync with shareholder interests?
Level 5 – Convergence: Corporate Issue Management. This level considers the sustainability of the board’s approach to governance and what it contributes to corporate results, shareholders, stakeholders and society. The highest level considers a board’s broader role in society. This can be challenging, and requires boards to overcome the asymmetry of information that often occurs between committees and supervisory and executive boards. Do activities converge to create critical, forward-looking leadership and influence with government, community and the environmental? Do members share common goals?
Boardwise believes compliance with all of these levels can be achieved with the right motivation and commitment. It assesses boards by combining these quantitative and qualitative measures – based on international and industry best practices – to deliver reliable information that a board can use to evaluate improvement opportunities.
Boards that don’t take evaluation seriously risk realignment by force
While reactions to board evaluations appear wide-ranging, one thing seems certain: shareholders are demanding that directors sit up and take notice. The truth is that the focus on governance standards is not going away. Instead, it is being placed under hotter, brighter spotlights. Shareholders have the right to expect their boards of directors to scrutinize the ways in which they carry out their responsibilities and to relentlessly seek out ways to improve. Activist shareholders are taking a stand, as they move to become active in boards which do not take this responsibility to heart, and which fail to create sustainable shareholder value. Boards must take evaluation seriously or expect to be realigned by force.
As professional advisors, we have an obligation to admonish the scofflaws and the perfunctory directors, and to counsel the conflicted and controllers to learn from the personal best, the normative best practice boards and the pushers. We should insist that boards adopt methods for evaluation which support the true purpose behind it: value for all.
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