Governance

What Does it Take to Be a Great Corporate Director?

Henry D. Wolfe discusses the traits organizations must be on the lookout for in its board members, from an inner drive to the braveness to make waves and a commitment to holding administration accountable.

Daily, it appears, there’s a host of latest proposals and concepts for who must be appointed to public firm boards and how. However there’s an essential query missing from the talk:

What particular attributes ought to we be on the lookout for to be sure that directors of public corporations will not be only ok, but really nice?

From many years of experience serving on the boards of corporations and organizations, I have seen the immense difference it makes to a firm’s ultimate success when every member of a board is engaged in and contributes to the value maximization process. Really great administrators play an lively position on this process, but there are a variety of characteristics and actions they need to show that underpin their means to play this position.

1. Intent

A director’s main intent when becoming a member of a board must be to interact in the improvement of the complete potential of the corporate and thus maximize its longer-term value – period. It should never be about networking, building a resume, supplementing revenue, skilled improvement, prestige or worse, making a social statement.

2. Drive

The intent described above intrinsically drives a person to give attention to maximizing a company’s performance. Great directors have an inner hearth that drives them to need to make a company one of the best it might be. This is identical sort of drive that a world-class athlete brings to his or her sport.

3. Ownership Mindset

Great administrators additionally want to have a sense of possession of the corporate they are serving to to lead. In different words, they want an possession mindset. In a good world, a director will make a meaningful investment in the company in order to be absolutely engaged. In need of that, an possession mindset is important, as it guides all conduct from the context of being an proprietor.

4. Information of the Enterprise & Its Worth Drivers

According to a McKinsey research, solely 22 % of administrators utterly understand how their corporations create worth, and solely 16 % utterly understand their companies’ business dynamics.1 A very great director isn’t going perform in such a state of complacency.

I propose a utterly new governance model for public corporations. One essential facet of this new model is the board-initiated execution of a deep-dive due diligence course of not in contrast to personal equity companies carry out on the businesses they acquire. The intent of this diligence process is to determine the complete potential of the company and to determine the most important initiatives that may drive towards this potential. This solves the “lack of knowledge” difficulty on the a part of directors.

In need of the complete implementation of this new mannequin, a nice director will take every step out there to study concerning the business, its potential and the worth drivers that may deliver this potential into reality. This could go far past a “director orientation” and may embrace, however not be restricted to, in-depth discussions with the CEO and different board members; visits to the company’s amenities, coupled with conversations with staff; visits to clients and suppliers; learning the company’s previous annual reviews intimately; learning analysts’ stories; requesting specific analyses, resembling key metric comparatives with peer teams; and reviewing current and previous info on the company and its business(s).

Governance ought to primarily be about maximizing the business being governed, not being a “caretaker overseer.” A director can’t interact properly in this regard with out enough information.

5. Courage to Rock the Boat

When a nominated or invited by a chairman, CEO or chairman of the governance and nominating committee, many administrators discover it robust to do greater than go alongside for the experience and periodically ask a few perfunctory questions.

To boost robust questions and to push for minor or main change is probably instantly essential of those that extended the invitation. And whereas having a majority of unbiased directors is best than an “old boys’ network of cronies,” qualifying as unbiased does not in and of itself ameliorate this potential problem.

But that is precisely what the director position ought to be. It’s merely not attainable to be a great director with out being prepared to rock the boat when vital. Board members do not work for administration or any of the other board members – a director’s duty is to shareholders and, when executed correctly, this duty isn’t just to “protect” shareholders’ investments, however to maximize value – the latter cannot be harassed with too much emphasis. And having as a lot information as potential as mentioned above tremendously provides to a credible and efficient “rocking the boat” motion.

Some individuals, including extremely successful ones, are usually not capable of functioning in this manner; this must be a disqualifier for a board member.

6. Insistence on Readability of Worth Drivers & Associated Info Move

The deep-dive due diligence process referenced beforehand will lead to the identification of a handful of core initiatives that ought to be executed to maximize shareholder value. When that is carried out, the small print relating to the execution of these initiatives are developed in a worth maximization plan (not to be confused with typical company strategic plans).

At greatest, a value-oriented director will advocate very strongly for this kind of diligence process and subsequent plan. Nevertheless, if this isn’t successful, at the very least, a nice director will insist on the following:

  • The board’s full engagement in no matter planning course of undertaken by the company leading to an agreement with and clear understanding of the initiatives to be pursued and/or will push for sure new initiatives at present not pursued, however uncovered in the administrators’ personal deep dive or experiential business or other related information.
  • A plan of execution for each initiative with identification of initiative proprietor, timelines, milestones, metrics and/or other measures of plan progress.
  • The board’s input into the circulate of data from administration to the board. Specifically, high-performing administrators will insist on timely and clear info in regard to progress towards key milestones, metrics and targets reflected in the plan for every initiative and some other info that may help the director in enhancing the corporate. Depending on who’s within the CEO position, this may be highly discomforting to management. Even so, that is no purpose for a director to back off of his or her particular requests for info that may allow the director and the complete board to do its job.

With out the proper info that exhibits progress – or lack thereof – toward the focused end result of the levers being pulled (initiatives) to maximize longer-term worth, there’s completely no capacity on the part of the value-oriented director to do his or her job.

7. Engagement

One other characteristic of really great directors is a vital degree of engagement. In no manner does this suggest crossing the line into management, however it does suggest much higher engagement than the standard public firm director. The above dialogue of data requests from a director is only one instance of higher-level engagement.

This engagement consists of rigorously learning the knowledge offered to the board, and particularly the info in regard to progress toward initiative aims; asking pointed and related questions of management throughout and out of doors of board conferences; deeply probing to get to the bottom of issues, especially relating to shortfalls in plan progress, and so forth. Great administrators don’t settle for what administration presents at face value, however as an alternative interact administration in detailed debate about salient issues.

It additionally ought to involve digging deep into the capital expenditure price range and turning into intimately involved in all capital allocation evaluation and selections. As over one-third of the $eight trillion of invested capital within the S&P 1500 doesn’t earn the price of capital, great administrators understand their very important position on this course of.

eight. Willingness to Hold Administration Accountable

Far too many public firm administrators don’t fulfill what ought to be a primary duty to shareholders: holding management accountable. This ought to be as primary to boards as blocking and tackling is to soccer.

Holding management accountable doesn’t suggest an adversarial relationship. What it does suggest is being intimately concerned in how nicely the corporate is progressing towards plan targets and making certain that administration is taking the duty and initiative to make corrections where there are shortfalls (and adding emphasis the place successes are strong). It additionally includes taking the time as famous beforehand to be on prime of the totally different elements of the company’s performance in order to have the opportunity to interact in a useful dialogue/debate with administration and to provide steerage and recommendation.

Finally, it means being engaged sufficient to know when it is time to exchange the CEO. And when this turns into crucial (together with by way of a formal succession plan unrelated to efficiency points), actually nice directors will take the time to determine what is important from a worth creation standpoint for the subsequent CEO. Once recognized, then the background of candidates shall be scrutinized in detail on this worth creation talent context relatively than being swayed by glossy resumes or “political” issues.

This points above present a very high-level take a look at the qualities and actions of a actually nice director. And word: All the different gadgets summarized stream naturally from the “Intent, Drive and Mindset” described on the outset. There are lots of individuals who are capable of functioning in this method; they are just not all the time (or often) the place the establishment search processes enterprise. Nor do many (most?) public company boards want individuals who do their job at this degree. Yet none of this modifications the core characteristics of actually nice administrators and the growing want for a similar in a business setting where competition will continue to accelerate.


(1)  McKinsey & Firm, Enhancing Board Governance August 2013 International Survey http://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our- insights/improving-board-governance-mckinsey-global-survey-results