On Boards Podcast

Micho Spring has been a highly respected political and business leader for many years, beginning as a young Chief of Staff to Mayor Kevin White and now as an advisor to companies around the world as the leader of Weber Shandwick's Global Corporate practice and the Chair of the Board of the Greater Boston Chamber of Commerce. She talks about the critical importance of corporate culture, and for companies and company leaders to deliver on the values they claim to hold. "It used to be enough to have a conscience, but now you've got to have a plan - and you have to deliver on it!"

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Weber Shandwick

Quotes

"The role of corporate culture has evolved dramatically. When I started working, it was the Jack Welch days when culture was Six Sigma, and it was all about military discipline to deliver shareholder results. Now comes this generational change, where we see a generation of employees who come to work expecting their values reflected and expecting that their companies are working towards solving societal problems."

"It used to be enough to have a conscience, but now you've got to have a plan - and you have to deliver on it!"

"The delta between what you say and what you do has become the greatest area for reputational risk."

"It is not easy to lead in a divided society and we have had really have seen with a lot of our clients they have to make decisions that are not 80/20 favorable, but are 55/45 favorable, and no matter which way you go you're going to get an undertow of complaints. But, if you can stick to values as opposed to issues that you stand for, then you can sort out specific situations with a little more of a compass."

"Now talk about a change, employees (at Coinbase the digital currency exchange) challenging the CEO who is trying to define what could and could not happen in the work culture (discussing politics and activism at work). That is something that we haven't seen before."

"We (at the Greater Boston Chamber of Commerce) want to lead and our (diversity) goals are based not on the Boston we are, but on the Boston we want to become."

Big Ideas/Thoughts

Cultural Audit

I remember very well in one crisis where we saw the incredible difference when we went in and surveyed between employees who were able to work from home and employees who had to experience the culture at work - that was the dividing line. It wasn't that the company wasn't principled and welcoming across gender and race, it was that the office culture was toxic.

When you referred to a culture competency analysis, what is that, and what is the information you're trying to elicit that will help your clients?

Well, you're trying to elicit what are their values and are they clearly understood throughout the organization and are employees seeing that the behaviors of the company are consistent with those values.

We're talking about an era of diversity; a generational diversity, it's certainly racial, ethnic, gender, and it's important that the culture becomes something that can bring all that together. That's very different than the old simplistic, "Here are the three things. Let's put them on the wall and have people know that we believe in something."

When Twitter kicked the former President off, the reason they said they did it was because of their employees and how they felt about it. Clearly, whatever values they have articulated were not consistent with enabling this kind of civil discourse, and so it was interesting to me that The New York Times story I read was actually the number one reason they made the decision was 'our employees didn't feel comfortable with this.'

"No high-performing jerks" is a phrase was really coined by Arianna Huffington in the Uber situation, Think about it, right, because that's the tension. You've got people who are delivering results, but boy, they're corrosive in terms of the culture. Now, I don't know about you guys, but we would put up with a lot of high-performing jerks in my time, right? It turns out that the balance, the risk reward balance, of having people who are corrosive to your environment, but delivering results has gone the other way. Now, in a lot of places, there's no second chance because it's just too visible and it shows that you're not committed to your values if you're going to make an exception, just because this person makes enormous amounts of revenue for the company.

How can boards hold senior management accountable for sticking to their values without getting into the weeds?

I think it's really the same way we've always held CEOs accountable, which is really how we measure performance, how we reward them. This has become important enough that, however it's framed, it's important that they know that company's reputation, as Warren buffet has famously said, it takes a long time to build, but boy, it can go quickly. Right? It's holding them accountable at the performance level. I don't think boards can get into the weeds because we don't know enough about the company's day-to-day hiring and firing decisions to really make good judgments.

The model is really to hire CEOs who have societal acumen as well as business acumen. And that means that they understand the 360 impact on people of their actions, whether it's people internally or externally, and that are sensitive to it, are taking it into account. That is a new mark of leadership. It requires EQ for sure - and much more EQ than it has in the past.

Taking a leadership role in Boston - Becoming the Chair of the Board of the Greater Boston Chamber of Commerce

I do think it's a pivotal time for the city and there's no question when I arrived at City Hall we had just been through a civil war with busing and not only was the economy questionable, but really the threads that united us were so torn apart, it really was a civil war. So, to weave that fabric back together and lift the city into a world-class city it became, was very much Kevin White's vision and I was lucky to have a front row seat and play a role in really that pivotal time.

Now I think if that (past time in Boston) was after a civil war, I think now the city is coming out of a world war. You go and walk through downtown and we've a lot of rebuilding to do. And I think it's a time again, hopefully the bright side is so much of the solutions for this pandemic have come right from Boston. Our life sciences ecosystem has led in addressing the pandemic.

What goals have you set for diversity on the Board of the Chamber?

Our goal is to lead in this regard and to set standards for the business community. So not only have we set five-year goals of 50% women, 37% people of color and then goals beneath that. We intend to ask our members, not only ask our members to follow suit, set goals and make them public but we're gonna help them get there through partnerships that we have formed and helping them find candidates for their boards.

Under the leadership of Jim Rooney, who's got both political and societal acumen for sure, we have been able to be very proactive and weigh-in throughout this last year and I think we can play a role in being a very good partner and leader that can get the Greater Boston economy to really deliver on its full potential.

Leading a world class board is one of the single most important things startup CEOs can do to help their businesses thrive and become industry leaders.

Matt Blumberg is the author of Startup CEO: A Field Guide to Scaling Up Your Business, the second edition of which was published last year, and Startup CXO, the sequel to Startup CEO, coming out in May, and also the co-author of the second edition of Startup Boards scheduled to be published in the fall. In this episode he talks about the importance of creating a great board for startup companies.

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Matt Blumberg Bio

Quotes

A great board can be your secret weapon for world-class strategic and operational advice, for access to capital, for critical introductions, and quite frankly, for learning how to be a great CEO.

A so-so board is just a waste of time - and a bad board can kill a great company.

Big Ideas/Thoughts

I think that really separates startup boards from boards of larger organizations, other than their size, is what the board does.

I always say there's kind of a sliding scale. If you take a raw startup on one end of the spectrum and a huge public company on the other side of the spectrum, GE or Apple or such, there's a sliding scale where at the very early stage, your board is probably spending less than 5% of its time on governance and oversight and financials and 95% of its time on strategy and product market fit, and then at the other end of the spectrum, the board probably spends almost all of its time on governance and oversight, and it certainly engages in strategy, but not minute by minute.

Why is it important to have truly independent members on these boards?

Independent directors may have some stock options to be compensated if the business does well, but they don't have a material stake in the business and they're not management. They typically either current or retired operating executives from the industry or from an adjacent industry. They provide a third leg of the stool that can bring an independent point of view to the table. They know what it's like to be an operator, but they're not operating this business and they're not heavily invested in it. They can truly look out for sort of the interests of all shareholders.

Bolster

Bolster, is a B2B marketplace that is seeking to connect venture-backed startups, venture-backed CEOs, or heads of HR with executive-level talent - vetted and vouched executive-level talent.

We find when we are going through the needs assessment with a client doing a board search, the first two questions we ask: number one, is it important to you that we find someone who's an experienced board member, and number two, is it important to you that we find you underrepresented talent?

Most frequently, the answer is yes and yes, and that gives us an opportunity to sort of take a step back and talk about the fact that the talent pool, if you really limit it to people who've been corporate directors or, and in many cases, CEOs, is not going to be a particularly diverse talent set.

What we do at Bolster is we try to define and help our clients think through what it means to be "board ready" as opposed to board experience, and there are handful of things that that make you qualified as board ready. One is you've been on a board. Two is you've been on a board that's not a corporate board. Maybe you've been on a nonprofit board, maybe you've been on a board of a community organization, like the town soccer club or the Girl Scouts or the PTA or the school board, that's a pretty significant experience as well. Or, have you been on an advisory board, or have you been an advisor to a CEO or to a senior executive? And then finally, the last thing is, if you haven't done any of those things, have you spent a lot of time in a board room, so have you been a senior executive reporting to a founder or a CEO and found yourself four times a year face to face with the firing squad of a venture-backed board? And if you have, if you've done that for a number of years, that's as good an experience as you can get.

if you're a venture-backed CEO, you're running a startup, I think one of your best calling cards in life is, "Hi, would you be interested in being on my board," and it gives you access to people and time with people that you wouldn't otherwise get, and not in a disingenuous way at all, but you will end up face to face, or whatever the digital equivalent is, with industry leaders and with people who've had incredible success, incredible success in lots of different walks of life that even if all you do is a one hour screening discussion and it doesn't go anywhere, you've learned something, you've added someone to your network.

I really designed Startup CEO, which I wrote it after fifteen years of being a CEO, to be the thing that I wish someone had given me when I started my company and I didn't really know how to be a CEO.

Cathy Minehan has been an active for profit and not for profit board member of a variety of entities over many and worked for 39 years with the Federal Reserve System, including as the President and Chief Executive of the Boston Bank Chapter. In this episode she talks about the momentum of ESG (Environmental, Social and Governance) and the focus by business on long-term issues that will lead to long-term success.

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Cathy Minehan NACD New England Bio

Business Roundtable Statement on Stakeholder Capitalism

Quotes

For a long period of time there has been a discussion: should a company driven by the quarterly earnings releases and all of the interaction with the street, or should it really focus on the long run? Should it have a purpose and a commitment? Is that what the board of directors should be espousing, or should the board be right behind the CEO in terms of hitting short-term objectives?

This has been a debate for a long-time and the longer-term look is gaining ascendance. I think that was clear in the 2019 letter from the Business Roundtable. And now that organizations that are very important to boards of directors and to senior management - ISS, Glass Lewis, the major financial custodians who vote a lot of the shares - it needs to be very important to boards of directors.

Big Ideas/Thoughts

What is it that is motivating this movement towards stakeholder capitalism?

I think it's a frustration with quarterly balance sheets and the quarterly demands that are made because it doesn't really give you the best picture that you could have of companies that are being challenged by a lot of different things. I also think some of the current challenges have made this even more important. When you think about racial equity issues that were highlighted in the spring of this year, when you think about pandemic issues and how much climate change fed into the pandemic, there are longer-term issues there, that businesses, to keep themselves healthy, have to come to grips with.

Am I saying that quarterly reporting of data and progress against what you've told the street, your goals are for the year, is going to go away? No, I'm not saying that. That's not going to happen. But there has to be a balance. You have to feel the short term needs of the markets, but have that longer run focus because that's, what's going to keep you in the running against a whole range of different challenges

Well, I think what's driving it is exactly what we were talking about: environmental footprints; social capital, both internal and external; major governance issues, what's the board look like? Is it diverse, and what is its focus? These are just really important topics, and I believe they come out of this longer-term focus, this idea that companies need to be run for a purpose, that they have multiple stakeholders.

ESG is a way of reflecting the multiple stakeholders mindset. The environment, the climate, your supply chain, your customers, people who work for you, the communities you work in and how your board, the direction that your board gives you, the kind of governance principles that the board works uses.

Ron O'Hanley of State Street and Larry Fink of BlackRock are just two of the big names that have committed to working with companies, investing in companies, holding the stocks of companies, encouraging people to vote shares in a particular direction that are It's all about long-term. ESG is risk management.

And when people like (O'Hanley and Fink) are saying "we're going to be looking at your company to see, are you managing the risk of the future in an inappropriate way, because that is an investment risk for what we do" that is really a strong motivation to move in that direction.

ESG provides a powerful lens for focusing on the long-term, and the key driver of a company's long-term success is effective, independent board oversight

If the CEOs of companies really are talking to their boards about stakeholder issues as opposed to shareholder issues and if the boards are really focused on that concept and that idea of purpose and commitment, I think it's going to change the lens with which the board members focus on the company. It won't be enough that we paid everybody a bonus. We want to know who everybody is, and we want to know what's the gender equity, what's the racial equity, what's the wage equity in the company.

We're so used to thinking of equality, i.e., equal pay for equal work. Equal pay for equal work has been the law for sixty years, but when you look at the wage gap, the raw wage gap, i.e., what do women make versus what do men make, you will see that the gaps are large and staying large and get worse when you put women of color, men of color, when you compare them to the wages of white men

Cathy, when we spoke earlier, you said something that really stuck with me. There is a lot of focus on skills you need to serve on a board, but one skill you mentioned that a director must develop is the ability to realize. "If I don't have the skillset that is needed on this board at this time, I should step down."

Well, I personally think that this ought to be something that every board member considers on at least on annual basis in some of the annual material that you are asked to provide - an analysis of your own participation and your own contributions to the board.

I went through this on the Visa board. I was on the Visa board for ten years before it went public. I had a wealth of payment system experience from the Fed, but I did not have the technological background. Visa is a technology company. It does payments, but it's a big technology company, and the more and more they got into that, the more they wanted and needed tech CEOs' experiences to add to the board's perspective.

We did a grid and it was clear the kinds of skills I brought, a lot of people on the board had them, and there were definitely some openings. So, it wasn't something that I raised my hand and said, "I'm going to step down," but in the context of these conversations, it became obvious that this was an opportunity for Visa, and it was something that I needed to recognize, and I needed to do, and I still look upon that as a very good decision on my part and a very good way of dealing with it on their part.

Bob Sherman has served as the United States Ambassador to Portugal. He is a shareholder at the law firm of Greenberg Traurig and serves on board of Novo Banco, a US PE-backed bank based in Portugal. In this episode he shares his journey in the Obama campaign and then the Biden campaign and through that lens shares what he believes boards and companies should expect from the new Biden administration and how they may want to take advantage of the opportunities that will be available. We also talk about what governance structure for a US embassy looks like and the importance of getting it right.

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Bob Sherman Bio

Business Roundtable Statement on Stakeholder Capitalism

Quotes

On What Presidential Elections are about

"When it comes to presidential races, it's really only about two things; stay the course or change. And if it's about change, the issue is, what kind of change?"

"The thing that I learned in that campaign starting in Iowa was the presidential campaigns are about the future. It's not what you've done in the past. It's what you're going to do for people."

Who Joe Biden is?

"Joe Biden embodied these values: personal integrity, a commitment to national values and a desire to restore international relations."

"He believes in his bones that people need to be respected and that they should have a sense of dignity themselves. This concept again of dignity and the notion, to use his words, of dealing people back into the process is going to be highly important."

"Joe Biden, by DNA and by disposition, is a different person than Barack Obama. He's a moderate, first and foremost. He's a creature of the Senate."

I believe that what we're going to see is a new social contract. I think you're going to see is a lot of focus on the business community and corporate America being a partner in the solutions to the problems that we face.

Governance of a US Mission

When I was preparing to be Ambassador to Portugal, Bill McRaven the four-star navy admiral, who just a couple of years previously was the architect of the raid that killed Osama bin Laden, said something that really stayed with me: "I am a four-star navy admiral." he said, "But you have to remember, when I'm addressing you, you have a fifth star; so you're welcome to call me Admiral, and you're welcome to call me Bill, but I call you sir, and not the other way around." "This is important. Chain of command is important to us. Military authority always reports to civilian authority. That's the way our government is set up, and that's the way we operate."

Big Ideas/Thoughts

Based on what Joe Biden has said and based on who he is, we have clues on what boards and corporations should expect in the new administration. The notion of stakeholder capitalism, beyond just shareholder fiduciary duty, is likely to be accelerated. Diversity of boards reflecting the diversity of the population will get a big push; equitable pay and executive compensation is also likely to get emphasis; and science being basis for decision making in addressing existential threats in areas like climate change, energy, and healthcare.

My wife and I went to Philadelphia together [during the first Obama campaign] and we were in South Philly at the time. Again, the cornerstone of the Obama campaign was engaging voters one by one. That's what we did, and we were walking through neighborhoods, knocking on doors, engaging with voters, when we saw three African American women sitting on a stoop, and we thought, "Aha., these are probably good people to engage and likely voters for Barack Obama over Hillary Clinton given the fact that they were African-American.

We went up to them to talk about why they should be voting for Senator Obama, and one of the women looked at us and said, "You know, my son has a learning disability. I can't get services for him; He's failing in school. He feels isolated, so now he's joining gangs because he feels like he's a part of something. I'm worried every day that I'm going to get a call that my son is dead. You tell me what Barack Obama is going to do for somebody like me."

That was an eye-opening experience because you realize that within the country, there are so many people that don't feel there's any connection they have to the federal government, and there are people that feel that the American dream is out of reach.

What Joe Biden has made clear during the campaign is that he believes in predictability, that government should be predictable for the business community. So, I think we're going to see a much more consistent approach to the issues than maybe we have seen in the past. That decisions should be science based so, I think that science is going to play a big role in how decisions get made in a Biden administration. And perhaps most importantly, there is his commitment to human dignity. He believes in his bones, that people need to be respected and that they should have a sense of dignity themselves.

I think you're going to also see, not incidentally, non-politicized decision making. He said he wants to be a President for all the people and will work as hard for the people that voted against him as for those that did. This concept again of dignity and the notion, to use his words, of "dealing people back into the process" is going to be highly important.

The concept that boards owe fiduciary duty to all stakeholders is gaining momentum, and has been for a while, and if what you're saying comes to pass, it will be something to really keep an eye on because leadership from the top could accelerate the momentum that's been building and it'll be interesting to see where it leads us.

Paul Ayoub has served as the chair of several boards, including two significant nonprofit organizations, and is about to become the chair of the board of the largest nonprofit health care organization in the country, St. Jude Children's Research Hospital. In this episode he shares his views on board composition, the relationship between the board chair and CEO and the critical importance of diversity, equity and inclusion to the effectiveness of the organization.

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Links

https://www.nutter.com/people-Paul-J-Ayoub

https://www.linkedin.com/in/paul-ayoub-0941959/

https://www.nutter.com/trending-newsroom-news-paul-ayoub-boston-business-journal-power-50

https://hbr.org/2018/03/how-to-be-a-good-board-chair

Quotes

On being chair of the Board

First, you have to remember you are not the CEO -- you're the chair. So what does that mean? It means that you're really the coach; you're the producer. It's not your vision. It's your job to bring forth the collective vision and the collective wisdom of the people who are on your board and to help the CEO be the best he/she can be. You also have to remember that you're really just the temporary steward of that position. I'm sure you've both experienced this, but sometimes people will start to own their titles and own their positions and it becomes their identity.

When I have become a board chair, my first principal is that the CEO's success is my success and so I have no desire to be out front from a management/organization point of view. The Chair represents the Board and there are speaking opportunities and public-facing events where the chair represents the organization on behalf of the board and the organization. The chair may sit at the head of the table, but there can be no ego of the chair. The meaningful reward the chair receives is knowing in his/her heart that the organization is successful and the CEO is successful.

How important is board composition and what's the best way to approach it?

Board composition and culture are everything. I think of it much like a sports team . You can have a really talented team with a weak culture or you can have a great culture and a weak team and, in either case, you're only going to get so far.

So, I think that the composition is critical. It's actually not just a good thing, it's an essential part of the fiduciary duty of a board to have the right mix of diversity of skill, talent, thought, background and, of course, critically, diversity in terms of women and people of color. It is not opinion, but proven fact, that diversity makes a board stronger and better . Also, it takes a dedicated investment in time to recruit, build, train and integrate a diverse board.

What have you found as effective strategies with respect to off-boarding board members?

Off-boarding begins with onboarding. So, when you are bringing people onto your board, it's important to tell them what the expectations and responsibilities are in every respect such as meeting attendance, doing the reading, and serving on committees. One of those expectations also should be being prepared to leave the board when their term is up, regardless of whether you have limits. I think the culture of term limits is more powerful than a bylaw that sets term limits .

Serving on the board of a nonprofit organization

If you're going to be involved in a nonprofit, you should understand why. In my view, it's a combination of duty, privilege and responsibility. I think we all have a responsibility to give back to our community, whether it's our immediate neighborhood or the larger community of the country of the world, and it's a privilege to do so. But, upon beginning serving, understanding and fulfilling the fiduciary responsibility of being a board member is critical.

Big Ideas/Thoughts

Progress toward diversity, equity and inclusion has been slow - shamefully slow. It's been better of late, because world circumstances have dictated that it has to be better. There's a heightened sensitivity and deeper understanding that diversity means strength. People understand that even if you don't approach diversity from the moral point of view or that it's the right thing to do, studies have shown that a diverse board is a stronger board and makes for a stronger organization. As Justice Louis Brandeis, the founder of my firm, Nutter, said: "In the frank expression of conflicting opinions that lies the greatest promise of wisdom."

Also, keep in mind that you can't be a board member and support diversity, equity and inclusion unless you are willing to rotate off a board to make room for someone who is diverse. So, in driving diversity on boards I've chaired, I use that approach and it's rare to get a "no" when asking someone to rotate off of a board to make room for others.

Didier Cossin is the founder and director of IMD Global Board Center based in Switzerland, where he works with owners, boards, and senior leaders to enhance organizational performance using strategy, best-in-class decision-making and enhancing board culture and governance best practices In this episode he talks about creating a high performance thru enhancing board culture, fostering constructive dissent and focusing on governance best practices.

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https://www.imd.org/faculty/professors/didier-cossin/

https://www.linkedin.com/in/didiercossin/

Quotes

Governance has been the key driver of performance in the markets and for organizations and the way I define governance, which I think is all encompassing, is the art of decision-making at the top of organizations.

Constructive dissent is pivotal in the high functioning board. Dialectic is the meeting of well-informed great minds that through a dialogue, builds up towards a better decision and thus constructive dissent. Yes, dissent, having a different view, but in a constructive way for the organization, bringing the decision to a higher level and whatever we do in governance, it's about fostering that constructive dissent towards decisions.

When a board is looking for a new member, what should it be looking for to determine that this new member will fit into this structure that it, that he or she will add to the constructive dissent, will add not just to the diversity of opinion, but will be - and I'll use the term "cultural fit" - with the board.

I like the way you asked your question, because is it the cultural fit or is it enough of a cultural tension? My observation is that competency has less impact on decisions than personality. Real diversity is going to be painful and you've got to figure out the level of pain that somehow is acceptable to drive effective governance. So the dialogue has to remain, but you need enough tension in that dialogue somehow.

I'm a strong believer in meritocracy. We do not have enough meritocracy in boardrooms. And we have many boards that get comfortable with board member, And somehow it's not very well socially accepted to remove board members.

Is it possible that you have a high performing board, but the company's not performing well or vice versa?

It's very hard for me to see a well-organized and highly performing board in an underperforming organization. I haven't seen that.

Risk work is essential to good board work

Big Ideas/Thoughts

What makes a great board?

Several items. Skills and competencies, dedication from the board members, the level of caring for the organization, the level of passion, the level of commitment because we are human beings and part of our human quality is that level of commitment.

The second one is what do people pay attention to? Do you have a board that focuses on what matters to the organization?

And diversity, but in a deep way: diversity of perspectives, which of course is fostered by gender diversity and by ethnic diversity and by culture diversity, but truly should lead to a diversity of perspectives in order to foster that constructive dissent that is at the heart at the very heart of the governance principle.

I was quoted in a famous financial newspaper for saying that 90% of boards are failing. I think it's improving a bit because people have more awareness now and in general I see better boards. But the state of health of boards is still not great, but it is improving. When I say failing, I mean they are not fulfilling their fiduciary responsibility to the organization.

James Lam is a globally recognized risk expert, an early advocate of Enterprise Risk Management and the first-ever Chief Risk Officer. He has served as a director and chair of the risk oversight and audit committees of both publicly and private companies. James was a commissioner for the NACD Blue Ribbon Commission on board oversight of disruptive risk. In this episode he shares his most current thinking on the evolving state of risk management and the challenges and opportunities ahead..

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https://en.wikipedia.org/wiki/James_Lam

https://jameslam.com

Quotes

I think taking a proactive approach to risk management is one of the key responsibilities for the CRO. So, think about yourself in the first line of defense. You're running a business. You're running the IT function. You're really focused on the day-to-day, and you might be responding to risk incidents or minor crises, but a Chief Risk Officer is much more forward-looking, much more proactive, looking at things outside in, looking at things much more long term….the Chief Risk Officer really provides the expertise, the time, the attention and focus on the most critical things that are going to drive performance in the future. So being proactive, being forward looking at key trends outside in, are really important things.

I think it is important that the board provides input in terms of the kind of risk management reporting that they want to see, the kind of metrics, and also guidance on the risk appetite statement and the integration between risk and strategy.

The Risk Committee and the Audit Committee wear different hats. They have very different scopes and mandates. The Audit Committee is paid to think inside the box: SEC requirements, financial disclosure, Sarbanes Oxley, FASB, etc. You don't want to be creative in your accounting. You really want to make sure you're in compliance of all the laws, regulations and standards.

Whereas the risk committee is paid to think outside the box. What are the uncertainties, what are the external drivers that could impact our earnings, our cash flows, our value? How do we expect the unexpected? How do we think around corners? So, you're really paid to think outside the box, and I think that is a very compelling way of contrasting the scope and mandate of the Audit versus the Risk Committee.

Big Ideas/Thoughts

Even companies with risk committees might say appropriately that strategic risk, and reputational risk ought to be a full board agenda item. There are different ways of doing it, but I think the most important thing is to make sure that the risk agenda is well represented in terms of board and committee time.

What are the things that we should look at in determining whether, and to what extent, a board bears the responsibility for the catastrophic problem that might derail a company?

I think your listeners could benefit from looking at the Blue Bell Ice Cream case (link) and the Clovis Oncology (link) case, both of which I think have really elevated the standards for duties of care and duties of loyalty in terms of risk management and compliance, and that it is important for the Board of Directors in exercising those two standards to make sure that there is a risk management and compliance system in place, and that system is working effectively and that the board is getting the right metrics, the right reporting and red flags in terms of risks, and that they hold management accountable.

https://scholar.google.com/scholar_case?case=11357134939420858969&q=Marchand+v.+Barnhill.&hl=en&as_sdt=6,30&as_vis=1 (Blue Bell case)

Delaware Supreme Court Ruling in Fatal Blue Bell Listeria Shareholder Suit (natlawreview.com) (Blue Bell case commentary)

2019-ca-2017-0222-jrs.pdf (justia.com) (Clovis Oncology case)

Another Reminder From Delaware About the Duty of Oversight | WilmerHale (Clovis Oncology case commentary)

Chief Risk Officer

The Chief Risk Officer is really tasked with making sure that there's a robust and effective ERM program, that risk management policies, risk assessment and analytics, risk management strategies, and executive and board reporting are appropriate.

I would say the CRO is responsible to help the board and senior management to imagine the unimaginable. To expect the unexpected and be able to prepare for any scenario. I worked with one Board of Directors and the company had a very strong ERM program. In 2018, the board approved a pandemic management plan. Last year they stress test that plan and then when the pandemic hit early this year, they had a playbook. The playbook didn't anticipate everything, but it had a curve with different stages of a pandemic, it had social distancing, PPE, you know, working remotely and so forth. We probably had 70 to 80% of the eventualities and that really helped the company be prepared for this scenario. I would say that company probably wouldn't have this plan in place if they hadn't already addressed some of their core risks in their ERM program.

A lot of companies get stuck in risk identification, So the way many companies do risk assessments and heat maps, they generally get people in the room, they say, what are the risks facing the company? They might come up with 20, 30 different risks and they would assess the probability one to five and then severity one to five and they'll multiply the two scores to get an overall risk rating.

I believe this approach is fundamentally flawed. Let me give you a very specific example. What's the probability and severity of a Cyber Security attack that's happening to the company right now? Your firewall and your controls are able to protect against it. Probability is high. One to five, it has to be at five it's happening. Hundreds and thousands of times. What's the severity? It's low. The lowest you can be. It's a one. So, five times one is a five. What's the probability and severity of a major data breach. The probability is low. It's a one. Severity is high. It's a five, one times five, it's five. So, you end up with the same score for two very different situations. The math behind probability times severity gives you expected loss, but your risk is not driven by expected loss, it's driven by stress loss or unexpected loss.

In determining how to assess risk, I like to start with the key strategic, business, and operational objectives of the company. What's your strategy? What are the KPIs - Key Performance Indicators - that would indicate whether you're achieving that strategy? Then you say, what are the risks that could drive variability in those KPIs. What are the key risk indicators and risk tolerances for those risks? So, start with the business objectives of the company and let that drive your risk assessment and quantification.

Mohamad Ali is the CEO of International Data Group (IDG, Inc.), a private technology media, events and research company. He has also served as CEO of a publicly traded company and has served on many public, private, and nonprofit boards. In this episode, Mohamad shares what he has learned about being a good board member as well as the intricacies of boards through his wide range of experience on both the board and company leadership sides. He also integrates the importance of giving back and the support he received after moving to the United States as a child.

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Links

https://www.idg.com/

https://twitter.com/mhsali

https://www.linkedin.com/in/alimohamad/

Biography

His bio is available here: https://www.idg.com/about-idg-inc/

Mohamad Ali was appointed Chief Executive Officer at International Data Group, Inc., the world's leading technology media, events and research company, in July 2019.

Prior to this role, Mohamad was CEO of Carbonite, a publicly traded data-protection and security firm, where he grew the company's revenue four-fold, to more than a half-billion dollars in four years. Before that, Mohamad served as Chief Strategy Officer at Hewlett-Packard where he played a pivotal role in the company's turnaround and led the decision process to split HP into two companies. At IBM, Mohamad acquired and integrated various companies to create the firm's $8 billion analytics software unit. At Avaya, he oversaw the $2 billion services group and served as head of the company's research labs.

Mohamad holds a B.S. in Computer Engineering, a B.A. in History and a master's degree in Electrical Engineering, all from Stanford University. He serves on the board of iRobot (NASDAQ: IRBT) and was previously on the board of Carbonite (NASDAQ: CARB) and City National Bank (NYSE: CYN).

Mohamad was honored as 2018 CEO of the Year by the Massachusetts Technology Leadership Council, was a member of the 2018 Public Board of the Year by The National Association of Corporate Directors New England, was named a 2011 All-Star by Massachusetts High Tech magazine, was named a 2008 40 Under 40 honoree by Boston Business Journal, and was a finalist in America's prestigious 1988 National Science Talent Search.

Article: "I am Living proof of the American Dream" – link to article https://medium.com/authority-magazine/i-am-living-proof-of-the-american-dream-with-mohamad-ali-ceo-of-carbonite-851f0bd33c90

Quotes

Onboarding

I think one of the most important aspects of onboarding isn't actually the content that you learn, but the personal dynamics of the board and the board. It could be 8 people, it could be 18 people but it's a small number of people of often very high caliber people with very strong opinions…how you onboard someone culturally onto the board is a very important thing. That's something I've seen done poorly and it's something I've seen done well. We spend so much time and money with recruiters getting the right skills, doing the skills matrix and so forth and then, once the person's here, that's kind of when the hard work starts.

What's the best thing a board can do when a CEO has a major challenge, or the company is in a crisis?

Great question, because in some ways we've all been there in the last six or nine months. I would say that if you have a good CEO and the CEO has a good management team, probably one of the most important things is be supportive of that team, be available, be engaged, but be supportive… if you have a good CEO and there's a crisis, you hunker down together.

Big Ideas/Thoughts

What was impactful in the path leading to your success as you were growing up

I'm one of the lucky ones to have gotten all the opportunities that I have gotten and to where I am today. It wasn't just my mom and my dad that encouraged me because they were new to this country. they didn't know how to navigate it. There were people who went out of their way to help me for really no gain to them. There were two school teachers in particular, in the public school system that showed me the way and guided me and eventually I ended up at one of these elite public schools where you have to take a test to get in and that launched me on my way to Stanford and my career. Without these two people, who out of the goodness of their heart just decided to help me, I don't think I would be here today. I always try to keep that in mind when I look at where I am and I think all of us are wherever we are, whatever success we've had, it's because other people have helped. I think it's really critical for us to all give back.

First Board Experience

My first board experience, I would have to say that I really didn't know anything about boards, so it was very much a learning process for me. One of the things that I did was just first assume that I didn't know anything about how boards work and that they had brought me on board for a specific reason. That's where I focused my time, helping them determine how to sell the company. Then the other thing that I did was I observed, I watched what the other board members did. I asked and I learned - there were several really great people on the board who were willing to teach me.

Learning what works for Boards by observing what doesn't work

I've seen a lot of things work. I've also seen a lot of things, not work and that's really important. We all talk about how failure is a really important component of education and learning and it really is.

How serving as a CEO has helped him as a board member

It's tremendously helpful actually. In some ways, it allows you to relate with a lot more credibility to the CEO. It's not that other board members who haven't been a CEO aren't credible, but in the eyes of the CEO of the company, I think knowing that a board member has been CEO and has been through the pains of being CEO, been in the trenches, has had to navigate the landmines that CEO deals with, it goes again beyond the technical aspects of the role and more to the emotional connection, and understanding that is shared with CEO

Board Composition and offboarding

One of the things that I've seen done at multiple companies where I've been on the board is the use of a skills matrix and the skills needed to the company changes periodically, the use of the skills matrix has been very helpful. For example, at iRobot, we do a skills matrix every year and we publish it as part of our SEC filings and it gives the board an opportunity to discuss what we might want to change, in short term, medium term, long term and all the board members are part of that discussion. It's not just transparent to our board members, but to all of our investors.

Diversity on boards

I see progress, but not enough. One example is that a few years ago there was a target of getting 20% women on boards. We've met that target, but if you think about it, it's only 20%, it's not 50%.

M&A

Most M&As, or a significant number of M&A transactions, ultimately don't meet the goals or produce the value expected. So where is the disconnect in this if two parties are really trying to do the right thing?

There is a three-letter answer to that and it's ego, right? So, 75% of all transactions fail to meet their business cases. The good companies, the companies that know how to do M&A well obviously perform much better than that, because they do it for the right reasons.

Dede Orraca-Cecil is a member of Egon Zehnder, an international executive search and leadership advisory firm, where she leads efforts in almost every aspect of what a company or organization needs in leadership and governance. She talks about identifying company leadership and board building – what it takes and how the conversation has changed.

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https://www.linkedin.com/in/dede-orraca-cecil/

https://www.egonzehnder.com/office/boston/consultant/dede-orraca-cecil

Quotes

"How have recent events, including the death of George Floyd and everything that's followed, impacted how diversity and inclusion is viewed on for-profit boards?"

I would say it has had a material impact. I think going into this we have had this conversation about diversity on boards over the last few years – it is not a new one. We've seen slow progress with an initial focus on gender. But what we're seeing now is a shift where there is more comfort or directness in engaging on discussions around racial and ethnic diversity and it's not just the boardroom.

I think what we've seen since May is really a more openness and in fact, more of an expectation coming from the client around running inclusive processes. People feel more comfortable or more empowered to say: "we need to do something about the representation on our board and in our organizations and we need your help and support in doing that."

So, the client is driving a lot of these discussions asking: "How do we focus on this? What can we do differently? How do we think about our pipeline for our board? How do we think about board readiness? These are conversations that maybe before we might've been introducing or leading with and now we have a lot of clients who are beating us to the punch and asking that before we even get to it.

Big Ideas/Thoughts

Building a High-Performing Board

You're looking for a more colorful tapestry of experiences on a board. You want to understand not just a person's capacity, but you really understand what is it that this board is trying to solve for and what are the certain skills that will help accomplish those goals.

We're in a time where, when we say "culture fit" that can sometimes set people off on a path where you're worried about creating a homogenous environment, so I want to just clarify. We're not trying to create a board where "culture" means we all act the same, we all speak the same. In fact, what we're looking for is actually different, the underlying kind of rules engagement. How do we communicate? How do we show up? How do we create a space where you get that right level of critical thinking, creative abrasion, if you will? You want a space where people can bring themselves fully to the board, in a way that also doesn't create sharp elbows or knock others out from being able to contribute their voice.

Board searches and board work operate on a different cycle. In the best-case scenarios, you start looking for your directors with enough time and window to bring somebody on board. Not only just to find the right director candidates, but to actually spend enough time with the board itself, to get a feel for how they engage and interact.

Off-boarding board members

Nobody wants to be the bad cop. Nobody wants to off-board, especially in a scenario where they are preexisting relationships, where you've gotten to know person over time and then I think that's fine. A little tongue in cheek, but that's probably why we have a some of the work that we have. It's much easier to hire an outsider to come in and help facilitate that process than to be the ones that tell your fellow director and off board someone.

If you think about it, the board is one big team, and you really want to establish a sense of how effectively they are working together as a team. It used to be that some people would call this board assessment, the spirit of it is "how do we make sure that we're the most high performing board that we can be." Often in those discussions or in those kinds of, engagements, it gives, the board chair a way to look across the team to see where new kind of capabilities could come in and, and where maybe some contributions are not as valuable.

"Why would a company pay six figures to find a board member? You know most boards believe that through their own networks, they can identify and recruit board members. How do you answer that question? What's the value proposition?"

We've seen an era where bad performance at the company level cannot just take down a company, but an entire industry, it makes you take a step back to think about the roles and responsibilities of boards. That has led to a shift in the nature and seriousness around board composition and responsibility and duties. What competencies do we want to look for? What skill sets are we looking for? And how can we actually create more diverse and inclusive representation on the board as well? These are areas that are complex and it's hard to necessarily just rely on your own network. Going to a firm like ours or the others, allows you to tackle those efforts with reinforcements.

Diversity Pipeline

"Raza and I have had conversations that for a while people used the lack of pipeline as maybe an excuse for not actually being as aggressive in diversity as they might otherwise be and in the conversations we've had in the last couple of months, it feels like that just isn't going to fly anymore. That's really, it's really just not a valid, like no one buys that excuse anymore."

You can't say, well, I don't know where they are. Or they don't exist, you know, we do exist. We are here and people's willingness to rely on some of that old complacency isn't there really anymore and the across the ecosystem. Each of us is being challenged around norms that we used to assume or accept. One of those things being the pipeline. What does that mean and how does that shift the work?

It can shift the work in a few different ways. When some says they can't find somebody I ask - is it true that you can't find anybody? Well, it depends on what the spec is. It depends on what we're looking for and how we're defining a director's experiences in each event. If you were to say, well, we only want a sitting CEO of a Fortune 50, well, of course that pipeline going to look very different. Do you then rely on that very specific spec and say, well, we tried, but the pipeline is different? Or do you think about what's underlying that request? What are the true needs of the board.

Is it important to have a Fortune 50 CEO? Or are you actually looking for something else in that executive to contribute to the board. If we go there, we can actually move the spec a bit further and give ourselves room actually build a more robust and diverse pipeline.

What are the new models of leadership that you're exploring, what does that refer to?

If you look at how the world has changed, we've seen greater convergence around sectors. Often if you're leading a large institution, you're thinking about your employees, you're thinking about your consumers, but you're also thinking about governments and you are thinking about civil society. When you're looking at new models of leadership, it's how do you actually engage across those things? How fluid are you as a senior executive moving from the public to the private, how facile are you in terms of engaging with heads of state and not just your consumer base.

Then there's that other piece that we alluded to earlier, which is this notion of moving beyond thinking about shareholder value and really this concept of stakeholder capitalism. What does that require of a leader? How adaptive are you? How are you looking at the individual?

Diane Hessan is successful entrepreneur, CEO, author and has been highly recognized for the broad range of impactful work she has done. And she has served on virtually every type of company board and seen the work of the board from many perspectives. In the fascinating conversation, she shares her insight and opinion on the experience of running and serving on a board.

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We love our listeners! Drop us a line or give us guest suggestions here.

Links

https://salientventures.co/

www.cspace.com

https://muckrack.com/diane-hessan

Quotes

First Board Experience

My first board experience was very hands on. It was a real passion project because we all were completely dedicated to the mission. I started by spending way too much time on operating issues and eventually sat back and became more strategic.

I thought it would be great for my family and my job and my learning, to broaden my horizons and to learn how to do some other things. I had a conversation with a friend of mine who was on a whole bunch of boards, and I just said to him, I feel like I want to do something bigger. I feel like I want to give back and not focus on myself so much and yeah, he said, what are you passionate about? I said, I'm passionate about kids. I'm passionate about antiviolence, I'm passionate about homelessness.

He was just like "Diane. I have a great organization for you and they really need marketing help" because that was why people wanted me on their boards at the time. It really was a great fit and I basically got it by talking to somebody who had already been there.

There were times when I would say something and I learned to say, "is this a board issue or is this not a board issue?" I mean, I was just very explicit about it.

Changes in the Boardroom because of Covid

Every organization that I'm on the board of no matter whether they're for profit, nonprofit, et cetera, have had talks about the impact of COVID on how their employees are working, how they're building culture, how they're recruiting, retaining, onboarding, what the impact is on people working from home, when they should open up again, whether they should give their employees free stuff to be able to be more effective at home, how they handle the huge challenges of employees who are parents and how to make everyone feel fairly treated there.

(Companies are) Looking for shifts in customer behavior and customer requirements is also a really interesting topic. Most of these companies have new go to market strategies, new strategic partnerships, interesting new acquisitions, and I think in general, new ways of actually reaching out into the marketplace and building strategy around that.

And for me it's meant much more time on my boards of just doing my homework and reaching out and try to see what other companies are doing and just generally getting educated so that I can be as helpful as possible.

What makes an effective board meeting?

I think the great board meetings are when the CEO says, "here's your deck or here's three pages about what's happening in the business. I have three issues that are keeping me awake at night, and I really want your help on them. Here they are. A, B and C. Please come prepared to help." Spending a board meeting with four hours of PowerPoint is the worst most boring thing in the world. And it really doesn't help.

Big Ideas/Thoughts

Learned about being a Board member from being a CEO

Number one, when your business is going well, you want your board to just ask questions and beat you up and challenge all of your assumptions. You're energized. You're doing well. You want a board that gives you watch outs and says, well, what about this? And could we grow this faster?

When a business is not going well, you don't really, as a CEO, want to get beat up. So, when things weren't good, I really appreciated board members that were supportive, that helped me look on the bright side that shared with me information about how other companies were also struggling. So, when things are good, you want to tough board when things are bad, you want a board that walks in your shoes and also knows how to be supportive.

I learned how sometimes asking questions is more valuable than giving advice to the CEO.

One of the things that I learned from being a CEO, but also from being a board member. Guess what: the board meeting is not just about the CEO making the board happy. The board meeting is also about making the board members feel that they're contributing.

One of the things that I've done in one of my boards…. We're going to talk about this for the next hour and a half. I'm going to leave the last half hour of this conversation to just go around. I'm going to give each one of you a chance to just do two to three minutes more of final thoughts on this issue….Sometimes you're in a big room, you got a lot of people talking. You feel like you can't get a word in edgewise. I know I feel that sometimes and if you're an introvert, and some of my best board members have been introverts, they just give up, they just don't want to interrupt and jump in and say, I have something.

So if people know that they'll have their say at the end, because you're going to go around the room and give everyone a chance to talk, you sometimes get extraordinary advice from people who otherwise just would have given up on participating… and after a while you get really good at packing your 120 seconds with everything you wanted to know.

We all as board members want to feel that we're adding value and we can't do that unless the board process works really, really well

On the broad range of company boards

I wanted to broaden the industries in which I work and it is particularly fun as a board member to just dive into an industry where you've never really looked at financials before. You've never really thought about how they make any money. And you have to learn an entirely new language. It's just a great stretch experience

Term Limits

I don't love term limits, but I love bringing fresh faces onto a board. In some industries that's more valuable than others. If you're in an industry, banking is an example, sometimes business knowledge, knowledge of the industry and knowledge of the company and its functions has an outsized impact on your ability to be successful on the board. And year after year, the more you learn, the more valuable you become. You get to the point where you have somebody that's been on the board for 10 or 15 years and they are outrageously valuable. They have the history, they still are full of impact, et cetera, and it's hard to say goodbye to those people. But every time you bring on a new, extraordinary board member it changes the conversation. It opens up the possibilities. It brings in all kinds of perspectives that you thought you never had before, and I think that's really valuable. Especially now that the world's changing so fast. As the world changes, the skills that we need and the perspectives that we need are also changing.

Boston as a collaborative investment community

Boston is an extremely collaborative community, so that whereas other ecosystems like San Francisco or New York have a reputation for being competitive - you know: My fundraising is bigger than yours. My product is better than yours. My app is cooler than yours. My black turtleneck is blacker than yours, - in Boston I really believe that the biggest question that you get asked when you're trying to build a company is "what I can I do to help you?"