CGTI-Board Meeting

1. Everest

2. “World Class Companies
require World Class Chairs”
Are you a World Class Chair?

3. What has Changed…
Recent Tough Standards, Sarbanes-
Oxley as well as increased demands
from economic organizations and
Investor groups make it harder to
oversee organizations.

4. Chair’s Duty of Oversight
• Chair of the Board must ensure that
commercial activities move ahead
logically and systematically (Oversight
of The CEO)
• Must ensure that everything is done
“Legally and Ethically”

5. Despite the current trend toward “Celebrity
CEO” –
the Chair actually is in charge
of the Corporation (Oversight)

6. What a Chair must do
1. The Chair and the Board selects,
directs and compensates the CEO
2. The Chair must answer to
Shareholders, Customers, Analysts
and other Stakeholders if things go
wrong
~ and ~

7. 3. Must Always Put The Brakes on a CEO when they go Astray !!!!

8. The Chair is……
• The First among equals on the Board.
• Approves Strategy and has the overall
responsibility for Governance.
• The Chair sets the Legal and Ethical
Compass for the Company.
• He or She is the overall Steward of
the Organization.

9. “The Boss”

10. Chair and The Board
How to Conduct Effective
Meetings of the Board

11. Group Exercise - Meeting
Behaviors
• In Pairs/Trios at your table …identify
three behaviors that you would like to
see consistently at meeting you Chair ;
for example respectful communication

12. Boards are Criticized for:
– Failure to identify what matters most
– Lack of agenda ownership
– Director acquiescence
– Passive behaviour despite explicit authority

13. First things first – Rules of
Engagement

14. Group Exercise - Guidelines
Lets give it a try;
“What meeting guidelines can we agree
on to help us make the most of the time
we spend together; for example what
should we do about the use of
smartphones?”

15. Director code of conduct
Rules of Engagement
1. "We are committed to the success of the
organization (not our personal interests) on a
basis consistent with the Organization’s
Vision, Mission and Values.
2. “It’s only business sonny – it’s not personal”
(Check your egos and personal agendas at
the door)

16. We accept the cabinet approach to
Governance;
–The Chairperson is 1st
among equals.
The Chair does not use their position to
impose his or her opinion on the Board.

17. –All discussions take place in
conference: No Lobbying. If a Board
member wishes to influence a decision
on a matter before the Board, the Board
member should set the position out in
writing and circulate it to the Whole
board.

18. –The majority rules: Board members
participate fully in board meetings,
respect thoughts of others –
commenting upon items under
discussion, displaying openness to the
opinions of other directors and staff and
actively seeking consensus. When
consensus is not possible a dissenting
vote can be recorded in the minutes if
the director asks for it.

19. –Board members support the decisions
of the Board publicly or they resign.
– We do not review decisions previously
taken absent new information.

20. • Matters should be kept confidential.
• We are mindful that tasks unite – parochial
interests divide.
• We execute our undertakings (The Board
cannot be asked to revisit decisions based
on the personal whims of individual
directors).

21. • We discuss issues as they come along.
We do not let them fester.
• Don’t keep a dog and bark ourselves
(NIHO).

22. • Open communication: To ensure every
board member has information for
independent decision – making, we give
everybody everything they need to make
their decision.
• Each Board member and not the Chair
alone is responsible for ensuring that they
respect this code of conduct – and that
their colleagues respect it too.

23. How to Chair a Meeting

24. Make the Strategic Context
Visible
• Anything the takes place at the Board
or in one of its committees, should
serve the Company’s “Mission Vision
Values”.
• Re-enforcement of “Mission Vision and
Values” by keeping it top of mind during
the meeting.

25. Lead by Example
• Be a model for the behaviors you would
like to see:
1. Respect for others
2. Good listening skills
3. Openness to new ideas
4. Collaborative Behavior
5. Clarity
6. Shared responsibly

26. Chair Effective Board Leadership ...
1. Fosters constructive culture/tone
2. Facilitates oversight
3. Promotes board independence
4. Guards responsibilities/boundaries
5. Defines discussion parameters
6. Ensures director engagement
7. Builds consensus
8. Focuses discussion/restrains directors
9. Ensures will of the Board prevails
10.Quickly handles or defers new business
Tip: Invest in board chair support and development

27. Steps to bring about a
Common Sense
1. Start With Passion
2. Acknowledge diversity –
3. Study the Chemistry of the Board
4. Divide Strategic Responsibilities
5. Be Aware of Reality
6. Review progress
7. Encourage Feedback
8. Sense the Damage and adapt

28. Interrogate the Argument
1. Break Down the Problem into workable
components
2. Position the Problem
3. Manage expectations
4. Discuss the issues
5. Rework the problem until a solution or
direction is agreed too – Devil’s
Advocate

29. Influencing Outcomes
• Hard Driving personalities often try to
force things through an Organization –
influencing others is a more subtle skill.

30. Influencing others
1. Manage “The surfacing of Sentiment”.
2. Work through divisive emotions
3. Use “Oratory Skill”
4. Focus on Salient points of Debate –
Avoid Rabbit Holes
5. Think Several Meetings Ahead – Think
Chess

31. Designing an Agenda
• Share an approach to designing an
agenda that you use, or have seen, that
makes the agenda interesting and
engaging

32. Agendas
Chair and CEO prepare the Agenda with
Purpose of Meeting and Strategic context in
mind.
1. Reports should be circulated and read before the
meeting.
2. Only Key Points and proposed actions from the
reports need to be discussed.
3. Add items of strategic importance.
4. Sequence the Agenda’
5. Make sure Agenda is timed – Make it a priority to
start and end on time

33. Agenda Development
Two primary sources of agenda items:
– Management’s knowledge & insight
– Issues important to directors
Best Practice:
1. Call to order / Chair’s remarks
2. Declaration of Conflict of Interest
3. Approval of minutes
4. Review of action items
5. Board Committee reports
6. CEO report
7. Strategy updates
8. Specific items of business
9. Other business
10. Meeting without management – In Camera
Tip: focus on “how”
agenda items will be
handled to maximize
board engagement

34. Meeting Minutes
Purpose: official record of board’s care & diligence
•Required by statute and subject to audit
•Reflects work of board team, not individuals
•Documents what was done, not what was said
•An “art” with two traditional approaches:
– short-form: only items discussed and decisions
– long-form: verbatim accounts of everything said

35. In Camera Meetings
• Held to handle sensitive issues:
- internal problems and factions of the board
- reviewing CEO’s employment status
- handling approaches from/to third parties
- determining CEO’s remuneration
- reviewing important government policies
- considering union matters, personnel issues
• Not used for decision-making
• Outcomes formalized within regular meeting
• Minutes confirms session and attendance, notes purpose in
general terms

36. Knowing When to Intervene

37. Knowing When to Intervene
• Meeting behind schedule
• Politely remind the group of the problem
and move on.
• Use the meeting guidelines and the
Rules of Engagement to move things
along.

38. Summarizing and closing
debate
• Briefly repeat the key points made
• Clarify any commitments that were made
during the discussion
• Then ask “ Are the Members ready to vote”
• Allow time for the group to respond – then if
no objections vote.
• Encourage all members to Vote – Shared
ownership
• Chair should be the last to speak and vote

39. Group Exercise - Chair
Challenges
• Interpersonal or meeting management
challenges you have faced, or are
facing for example unequal participation

40. The Chair and The CEO
A relationship to be nurtured

41. A Unique Relationship
• Interdependent relationship of equals at
the top.
1. Chair has oversight responsibility for the CEO –
Exerts considerable influence over the financial
resources the CEO has to work with and the
CEO’s personal compensation.
2. CEO Shapes the Agenda and controls people
resources – Can have a tremendous impact on
the Chair’s workload and the Chair’s external
credibility and reputation

42. The Chemistry must be Right

43. A Shared Sense
“The Chair and CEO must always have A
common understanding of what the
Business is about”
This Shared Sense is Critical
Without it the Company’s “Mission
Vision and Values” will be undermined

44. Work to create shared view
• Strategic intent – Mission, Vision Values
• The Company – Business and operating
model, capacity, strength and weaknesses.
• A shared understanding of the World in
which the Business is operating-
Competitors, Business Environment, current
external forces.
• The Future – expected (or possible) forces
and events and how these will impact the
company

45. Create a shared view
• Developing a Shared view immediately
opens the lines of communication which
will enable the Chair and CEO to get
things done faster and strengthens the
likely hood that they;
“Will Get Things Done Right”

46. Values and Ethical
Standards
• Diverse Perspectives are a source of
strength for a company
• On some fundamental issues such as
the values of a company and the ethical
framework within it operates it is
dangerous to have differences
between the Chair and CEO

47. Values and ethical
standards
• If the see the world through different
ethical and value lenses, they will
forever feel like they are speaking two
languages.
• The Chair and CEO need to go beyond
agreeing to “Official” company values
they need to live and exemplify those
values.

48. Role Clarity
• CEOs come into the position with a
general understanding of the Board’s
role but less familiarity with its operating
practices
• Many Chairs base their view of their
role on what they observed in their
predecessor but with a personal twist.

49. Role Clarity -
• Need to follow a structured process of
clarifying roles and agreeing how they intend
to work with each other.
• Value in making a formal process of dialogue
• Accountability and Boundaries of each role
• discussion of expectations and commitment
to each other and the operating principles
that will govern.

50. Evolving the relationship
• Chair cannot expect to become a
mentor to a stranger immediately.
• Both the Chair and the CEO must
continue to consciously work on the
relationship.
• Coaching sessions can bring this about.
Two heads together on the top really
can be better than one !!.

51. Live Your Company’s
Values
If you won’t as Chair …who will?
1.Set the Proper Ethical Tone for the
Corporation – Tone from the Top
2.Avoid sending mixed messages
3.Avoid Excessive Compensation
4.Avoid the pitfalls of Charisma
5.Choose your style of Communication
6.Legacy

52. Developing the Board
More and Art then a Science

53. Companies spend a huge time and
resources training Executives and Staff,
but very little on Board Development
Board members have a huge
influence on the Company

54. Chair is Responsible for
Building a strong Board
1. Develop a Meaningful Board Assessment process
2. Develop a Director Skills Matrix
3. Commit to on-going Director Development
4. Development of the Chair
5. Coaching – Hire Third Party Advisors to assist
6. Transition – Average Board Member takes a year or
two to come up to speed.
7. Develop your talent pool – The Chair is responsible
of succession planning

55. Questions and answers?