TCN on Air: Everything You Were Told about How to Build a Board was Wrong

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Your Board is one of the most valuable parts of your company. They help you steer, make decisions, and could get you that first investment. Or they can push you off a cliff, vote incorrectly, and cost you your company. We will help you get to Plan A. The revered Professor Les Charm will talk you through how to know who to put on (and keep off) of your Boards, and much more. Expert - Les Charm, Babson University

Business

BOARDS AND HOW TO
MAKE THEM
BETTER!!!!!!!!
©2014lescharm 1

WE NEED TO BE CLEAR
Public, private, family owned, venture-backed, etc?
©2014lescharm 2

In my belief, they are
fundamentally
different!!!!!!
©2014lescharm 3
And the answers to many of the questions I would
ask, would be different for each.

THINGS TO WATCH OUT FOR
 1.
©2014lescharm 7

©2014lescharm 9
Is the board meeting or the dinner the night before?

©2014lescharm 10
Why Build a High-Impact Board?

Sounding Board
 For you and your senior managers, helping you set your
company’s top strategic goals and challenges and advise
management about execution
©2014lescharm 12

Forum
 For problem solving and management support
©2014lescharm 13

Source
 Of critical market and operational expertise
©2014lescharm 14

Resource for Identifying
 Recruiting, and onboarding top managerial talent
©2014lescharm 15

Resource for Networking
 With the key people outside your company who can help
your company succeed
©2014lescharm 16

Bad board
dynamics result
when:
©2014lescharm 17

Bad…….
 1. The board is set up for “control” or other “non-
impact” purposes.
 2. Board members are not committed to spending the
appropriate time and energy to participate and be
helpful.
 3. One or more board members monopolizes the board
discussion.
 4. Board members are not aware of or not held
accountable for what’s expected of them.
©2014lescharm 18

BAD……Part 2
 5.There is poor alignment between various board
members around the company’s short-and long-term
goals and aspirations.
 6. The management team does not properly prepare
the board to have a meaningful conversation about the
company and its markets.
©2014lescharm 19

Charm’s Main points
 The more time spent on financial statements, the less
the meeting accomplishes
 The more the board understands the metrics of
prediction, the better the discussion .
 Running the meeting is very important
 Term Limits are critical
 The board needs to be involved in the strategy
discussions way earlier than CEO’s allow or think about
 If there are outside investors, every meeting can not be
a scorecard on the CEO
©2014lescharm 20

AGENDA
 1. #####
 2. Issues that concern CEO
 3. Issues that the board thinks are
important
 4. Senior management team rotate
throughout the year
 5. Other…….
©2014lescharm 22

What one factor will most
influence whether or not a board
succeeds?
©2014lescharm 231%
10%
17%
18%
23%
31%
creating the board at the right time
other
Having the right mix of management,
independent, and investor board
members
Having effective board meetings
Having a cohesive board
Having diverse board members with
the right skill sets and experience

Setting Clear
Expectations,
Demanding Full
Accountability
©2014lescharm 24

 Four to eight hours per month for board-related
activities and responsibilities
 One day per quarter for on-site board meetings
 A couple of hours per month to provide ad hoc
operational or strategic advice
©2014lescharm 25

Charm’s point of view
 For private and family-owned, there are no votes….
 whether formal or informal
 Major job, help the CEO with what he or she thinks is
important at the moment and ( sometimes point out
other issues that should be discussed)
 Running the meeting is most important along with
boards expectations.
©2014lescharm 26

SOURCES:
Many, many…….
 Many materials written on the subject
 Many discussions with experienced CEO’s and Directors
©2014lescharm 29

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18. Bad…….  1. The board is set up for “control” or other “non- impact” purposes.  2. Board members are not committed to spending the appropriate time and energy to participate and be helpful.  3. One or more board members monopolizes the board discussion.  4. Board members are not aware of or not held accountable for what’s expected of them. ©2014lescharm 18

19. BAD……Part 2  5.There is poor alignment between various board members around the company’s short-and long-term goals and aspirations.  6. The management team does not properly prepare the board to have a meaningful conversation about the company and its markets. ©2014lescharm 19

20. Charm’s Main points  The more time spent on financial statements, the less the meeting accomplishes  The more the board understands the metrics of prediction, the better the discussion .  Running the meeting is very important  Term Limits are critical  The board needs to be involved in the strategy discussions way earlier than CEO’s allow or think about  If there are outside investors, every meeting can not be a scorecard on the CEO ©2014lescharm 20

23. What one factor will most influence whether or not a board succeeds? ©2014lescharm 231% 10% 17% 18% 23% 31% creating the board at the right time other Having the right mix of management, independent, and investor board members Having effective board meetings Having a cohesive board Having diverse board members with the right skill sets and experience

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