On Boards Podcast

In this episode Michael Talmanson and Dereick Wood discuss the critical importance of D&O coverage for board members. They set the context with a backdrop of Newfront's recent capital infusion led by Goldman Sachs emphasizing the company's innovative approach to combining technology with insurance expertise. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes 1. Background & industry evolution · Michael shares his transition from legal practice to insurance, driven by a passion for technology and client service. He discusses how Newfront's technology platform and AI tools modernize the insurance experience, enhancing client's ability to manage and predict risks. · Dereick discusses his extensive experience in handling complex D&O claims, underlining the evolution of claims and the increasing magnitude of derivative settlements. “The differentiator is the information you can provide boards to make informed decisions about their actual losses.” 2. Newfront’s Innovation & Impact on the Insurance Market · Newfront's strategy of blending high-tech solutions with traditional brokerage services to address the needs of a rapidly changing market. Michael highlights the critical role of experts like Dereick in navigating complex claims, underscoring the blend of technology and human expertise. · Discussion on Newfront’s "breakthrough" technology which simplifies processes like contract reviews and risk assessments through AI, setting a new standard in the insurance industry. “Since 2020, seven of the top ten largest derivative settlements have occurred, and the people on my team have been involved in all those settlements” 3. D&O Insights · Comprehensive breakdown of D&O insurance coverage (Side A, B, and C) and its importance from a buyer's perspective. Michael and Dereick discuss practical scenarios and the vital protection D&O insurance provides to board members against potential liabilities and lawsuits · Dereick provides insights into recent high-profile cases and settlements, demonstrating the critical nature of D&O coverage in protecting board members during legal challenges · Strategic recommendations for board members to ensure adequate D&O coverage, emphasizing the importance of understanding policy details and the implications of board decisions on insurance claims · Michael and Dereick providing practical advice to board members on avoiding litigation and ensuring robust D&O coverage. They stress the importance of diverse opinions and backgrounds on boards to enhance decision-making and risk management “No matter what happens from a technology perspective, insurance will always require experts. People like Dereick on the claims side, D&O experts, cyber experts. People will never be replaced by technology."

Michael Greeley has extensive experience in venture capital and significant board experience across a multitude of investment boards. In this episode, he shares his experience and lessons learned, emphasizing the evolving nature of board governance, the strategic importance of independent directors and the future of healthcare. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes 1. Evolution of Board Composition of investor-backed boards "Boards today are very deliberately trying to have the right competencies... Today the pressure on boards is to have a much wider range of expertise; cybersecurity, sensitivity around DE&I issues, and we're seeing that reflected in our term sheets. 2. Challenges in Board Compliance "We did an audit... and said, 'How many of our companies actually have complied with that (term sheet requirement)?' And we were surprised, it was probably maybe half or two thirds… and frankly, if I could be just brutally honest, I think there's a little bit of an apathy to address deficiencies of boards." 3. Importance of Independent Directors "The power of that [independent director] is a little bit sector specific but I think it cuts across all sectors, the principal risk we take as healthcare tech investors is around product market fit, and independent directors are the voice of the customers." Governance and Board Dynamics "I'm a traditionalist in the sense that the board should not be stacked with management because it is meant to be the body that opines on the strengths and shortcomings." Future of Healthcare "Arguably, the golden age of healthcare is upon us as the sector embraces novel and impactful solutions to improve outcomes and lower the cost of care."

We love our listeners! Drop us a line or give us guest suggestions here. Episode Description Nav Singh has held leadership roles at McKinsey's Boston office, including Managing Partner for Boston and Leader of the Global Innovation Practice. After retiring from McKinsey in 2023, he launched a new entrepreneurial venture, called 2123iX. In this episode Nav’s shares valuable insights on effective board practices, the importance of innovation and technology in governance, and the critical role of diversity in fostering successful organizational leadership. The episode emphasizes the importance of proactive, informed, and collaborative board engagement to navigate the challenges and opportunities of the next century. Big Ideas/Thoughts/Quotes 1. 2123iX - A Century of Innovation The name 2123iX originates from Nav's retirement year (2023) and his vision to impact the next 100 years. Its focus is on creating a culture and mindset for longevity and innovation and emphasizes patience and quality in building companies that will make a significant difference. "2123 stands for a 100 years, “I” stands for innovation, “X” stands for scale. The most important thing is: we're in no rush. We want to build high-quality companies over time, we'll be purposeful and take our time doing it." 2. Board Preparation Insights from McKinsey: · Importance of thorough and honest preparation for board presentations · Engaging discussions over presentations to drive meaningful decisions. "In my mind, a good board discussion preparation requires an honest view of what are the risks, what could go wrong, what are the main issues we're trying to solve...It is that holistic view that in my mind makes a good board presentation and results in a good board discussion." 3. Characteristics of High-Performing Boards: · The balance between healthy tension and collaboration between boards and management. · The critical role of the board chair in setting a positive, inclusive culture. · The necessity of continuous learning and adaptability among board members. “Discussion is much more important than presentation. Sometimes people become enamored by our presentation and the materials. But its the discussion that you drive, the decisions that you drive that matters the most." "The most important thing is one should be on the same page. People should be on the same team. People should be working towards the same goals… and there should be some healthy tension, that's good in my mind." 4. Diversity in Board Composition: · The impact of diverse perspectives on board strength and decision-making is enormous. Beyond gender and race, diversity includes age, skills, and the ability to learn is critical. "Diversity is multifaceted and one needs to think about this in a holistic way...The most important thing in my mind is a learning ability." 5. Risk Identification and Management · Boards must think beyond the obvious and prepare for future risks. This weighs in favor of a dedicated risk committee to focus on emerging threats. “I think risk is where most boards should earn their living...Defense means, in this case, thinking about what could go wrong...It is not just the identification of risk, what is the abatement plan, who is going to work on that, how do we address it?" 6. AI and Technology on Boards · The transformative potential of AI and technology on businesses and governance is almost beyond out imagination. It underscores the importance of having board members with technology expertise and a willingness to stay informed. 7. The Greater Boston Chamber of Commerce - A Model for Diversity · In the past few years the Greater Boston Chamber of Commerce board of directors has made a successful effort to significantly increase diversity in gender and race on the board, and to broaden diversity in skills, age, and industry representation.

Angela Jackson is the founder of Future Forward Strategies, an award winning social entrepreneur, a global C-suite executive and an experienced board member. In this episode Angela discusses joining the board of Needham bank, a mutual bank that took itself public in December 2023, as well as her research – and her vison – of the future of work. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: 1. Needham Bank Board of Directors and the decision to take the Bank public Angela discusses some of the reasons that she was interested in joining the Needham Bank Board of Directors. “The CEO, Joe Campanelli, is really a visionary leader with the strategy to support” “As a board, when we talked about the reason for going public, this is right after Silicon Valley Bank had folded and we had the banking crisis, and…a lot of banks had put a lot of restrictions on their lending. We all felt – led by Joe, that if we were to IPO at this time, we would actually have more cash to put on the street to invest in local entrepreneurs and business leaders.” Another reason to go public was around the values behind that. “They [management] wanted to do the IPO so they could invest in an employee stock ownership program, and for me and my work around the future of work, I deeply believe in companies and CEOs who are really seeing their employees as shareholders and the fact that we wanted to use the funds and to ensure that everyone from the frontlines to the C-suite could be an owner in a bank was significant.” “…we looked at building a foundation that we could invest in local communities. For over a century, we had a history as a mutual community bank, and so we wanted to continue that. The vision is still how can we be national, but also hyper-local at the same time.” We [the board] were completely aligned with how we wanted to use the money. It was values based to really invest in the community, who we're investing in, the talent and people, and then making sure that we were just being a good neighbor. “… one more piece that struck me when I saw the board listing for Needham Bank…they were looking for someone with HR and human capital experience. If you look at most board listings, that is very rare. Most boards are looking for someone who's been a sitting CEO or a CFO, maybe someone in technology. You rarely see a listing for a human resource person.” 2. Ringing the Closing bell at NASDAQ “It was an exciting moment for all of us.” “We're based here outside Boston in Needham and we're going to go to New York for the NASDAQ…We thought, how are we going to get everyone from the bank to New York, and so they came up with the idea that we're going to take these coach buses from Needham Bank, and it would travel to New York. “Now, you would think any bank CEO who's deciding to do this, maybe they would fly in, and they would be there to meet everyone. Actually, Joe Campanelli jumped on the bus with everyone else, shoulder to shoulder, to make that five-hour plus journey to New York and to take it back to be there.” “The enthusiasm, the camaraderie, it was really the feeling of what had happened, that we did this, from the front lines to the C-suite, it was because of the effort of the people in the bank that were all customer facing, some that are internal, that made this moment happen, it was amazing.” 3. Board Practices “One thing that I appreciated as I started out [as a new board member] is that we have full access to management, and we're encouraged to have a relationships with them.. If we have a question, we are comfortable going to them. And I think that transparency and access is key to really understanding what's happening and how we can best advise as a board.” 4. Decision making on the Needham Bank board I've been impressed that even during the time of the IPO when we were moving quickly, the board was willing to go slow, to go fast, so sometimes...

Episode 64 of On Boards Podcast features Charles Shirley, the Northeast Regional Leader for PricewaterhouseCoopers Private Practice. The episode dives deep into the nuances of effective board governance, with Shirley sharing insights from his extensive experience advising companies and serving on nonprofit boards. Here are the key highlights: We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: 1. Charles Shirley's Background: Shirley brings over three decades of experience from PwC, advising a broad range of industries and serving as a tax partner. His dedication to his work and his role as a trusted advisor globally are emphasized. 2. Effective Board Meetings: Shirley discusses the importance of preparation for board meetings by management teams and the board itself. He criticizes practices where management curates materials too perfectly, leading to passive board meetings. Instead, he advocates for transparency, robust questioning, and deeper engagement in board discussions. 3. Board Member Engagement and Fiduciary Duties: The episode highlights the critical role of board members in being proactive, well-prepared, and willing to challenge management to ensure effective governance. Shirley emphasizes the fiduciary duties of board members, including accountability, forward-looking perspectives, and contributing valuable insights. 4. The Role of the Board Chair in Governance: Shirley outlines the significant impact of the board chair in setting the culture and expectations for the board. A strong chair is essential for driving change and ensuring the board's effectiveness. 5. Trends in Governance and Challenges: Shirley observes positive trends towards more inclusive and diverse board discussions and the recognition of the importance of independent board members. However, he notes challenges with remote or hybrid meetings, arguing that in-person interactions are crucial for capturing the full benefits of board meetings. 6. uAspire Nonprofit Work: The conversation also covers Shirley's involvement with uAspire, a nonprofit focused on making post-secondary education accessible and affordable. He highlights the organization's impact and its approach to leveraging existing financial aid programs for greater effect. The episode underscores the evolving nature of board governance, stressing the need for active participation, preparation, and the right mix of board composition to address modern challenges effectively. Shirley's experiences and insights offer valuable lessons for both seasoned and aspiring board members, emphasizing the importance of governance in achieving business success. Quotes 1. On Passion for Work: - Charles Shirley: "I always introduce myself as the happiest person at PwC. It's a big place, but I love what we do. I think it's incredible." 2. On Effective Board Meetings: - Charles Shirley: "What really gets my attention and gets me frustrated and actually calls me to action is when I see a process where the management team in preparing for the board meeting is really going through an exercise to curate materials that are perfectly positioned or worded or framed." 3. On Board Member Engagement: - Charles Shirley: "It truly is a privilege, whether it's in the charitable sector or on the business sector, it's an honor, it's an opportunity to be part of a board and the ask should be pretty big." 4. On the Role of the Board Chair: - Charles Shirley: "The board chair sets the culture ultimately, and culture really matters, and successful boards have strong intentions, they've done their assessments, they understand what they need to be and they're mission driven." 5. On Collaboration and Transparency: - Charles Shirley: "I'm huge on collaboration and transparency and honesty and all those good things... My excitement or engagement with collaboration isn't just in helping me dig out of holes. It's everything I touch gets better...

Stefania Mallett, co-founder and former CEO of ezCater, shares her entrepreneurial journey and insights into effective board governance. She emphasizes the importance of board composition, highlighting the pivotal role of understanding marketplaces and the nuances of investor-backed boards. Stefania also discusses the crucial dynamic between CEOs and board chairs, the challenges in communicating complex business scenarios to board members and the critical process of succession planning. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: On Relationship Between Board and CEO/Management in Investment Backed Companies “.. it's kind of like grandparents. The board cares intensely, but in the end, they hand the baby back and you - the CEO and/or the managing team - you're the parents and you have to deal with all of the colicky moments and all of the ups and downs and all of the difficulties and so much more about what's going on inside the company.” “It doesn't matter how effective a communicator you are, having been on both sides, I can tell you that the most well-intentioned, most transparent, most forthcoming CEO cannot possibly convey to the board everything that the management team knows.” Origin Story of ezCater and Early Board “..we closed [a company I had help found] down on a Thursday. I went home and got drunk on the weekend and on Monday we started the business that turned into ezCater, which was helping make food appear for business meetings[!]” “Don't bring people onto your board who don't understand your business” Evolution of the Board through ezCater’s Journey and role of a Board Chair “we started to get more professional board members who understood our business. We lucked into someone [Chris Cuddy] at Launchpad, who understood marketplace businesses, not specifically in the catering food for work business, but he came out of online travel [marketplace]. It turns out one marketplace is a lot more like another marketplace” “we lucked into someone who became our board chair and $425 million of venture capital funding from some of the biggest venture companies on the planet later, we are now thousands of times the size we were when we first met this Chris” I don't have a velvet hammer as much as I'm impatient. Impatience is the mother of invention, and so when I watch Chris Cuddy our board chair do his work I think, "Oh my God, that's just better." He's more patient. He listens. It doesn't really take longer. It feels like a circuitous path to the answer, but it's actually about the same length of time as I would have taken with less angst, less fireworks. The founder and CEO are not necessarily the best board chairs.” Transition of CEO for ezCater “the company was ready, and I was ready, and I went to the board meeting a few weeks later and I said, "Guys, I got to go. It's time.” “We launched a search and found my successor. Because of internal discussions, because of the board's hesitation, because whatever, we ended up taking a year. We had the time, I mean it wasn't like running, screaming for the exits, and I wasn't doing a terrible job. My team was doing a super job” “When this person started, now it's three months, four months, and it's quite clear, he has experience at the 10X level. He brings in knowledge, not just "I think we should try this,"” Joe: “You have touched upon series of things that apparently apply to investor-backed companies and startups that also apply to every for-profit company, whether private or public. The importance of the chair, the importance of learning to share power - every CEO has to learn it, every founder has to learn it. Every investor, whether it's a startup or not, has to learn it.” Effectiveness as a Board Member and Over-boarding “One of the very best board members I have had in my entire career in all the companies that I've been on or on all boards I've chaired or that I've been...

Jocelyn Moore, a seasoned board member and former NFL executive, shares her diverse career experiences from Capitol Hill to the boardrooms of major technology companies like DraftKings and OppFi. Jocelyn discusses the intricate journey that led her to influential roles in corporate governance, emphasizing the importance of diversity in leadership and the ethical implications of AI in decision-making. This episode not only explores Jocelyn's remarkable career trajectory, but also delves into the broader implications of board composition and technology in modern corporate environments. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: What was your NFL experience like? It was like nothing else that I've ever done. Such a tremendous lesson in the art of diplomacy with varying stakeholders, which has prepared me for a lot of the board service that I do now. Is bipartisanship in Congress possible? “I'll tell you that I think is really emblematic of how I grew up on Capitol Hill. In [Senator] Zell Miller's office, we had Democrats and Republicans both working in that office - - our political leanings didn't matter, we were all working for the people of Georgia, and that's something that really stuck with me during the 15 years that I worked in the Senate.” Power of the network leading to DraftKings board “Roberta Sidney, who you will know, and many in the audience will know - she is amazing. I've never met Roberta, she and I get on a call. We talked about the board opportunity and this particular board was not a good fit. But you know what Roberta did, because she is such a champion of people, a champion of women, she said, "Look, this may not be a good fit, but I'm going to introduce you to my friend Ilana Wolfe.” Ilana is at Goldman and is the driving force behind board diversification at Goldman's portfolio companies. I talked to Ilana and, little did I know at the time, she was this giant in the space. We talked. I told her about my background, and we left it at that. After about a month went by, she called me back and said, "Hey, Jocelyn, I have this interesting board opportunity that I wanted to run by you -have you heard of the company DraftKings?"” DraftKings Board Composition as it went Public Like most public companies before they are public, the board was largely comprised of investors, and I joined soon after it went public in April of 2022. The makeup of the board changed as DraftKings became a public company. DraftKings' commitment to inclusion, equity and belonging is very strong. At the same time that I joined the board, Valerie Mosley, a giant in Boston, joined the board, so two black women joined the board of DraftKings at the same time, and Michael Jordan became an advisor. Importance of a board with diverse perspectives “Board diversity is not a nice to have. It is a must have.” “When you think about your customer base, whether it's DraftKings, OppFi, whatever company we're talking about, when we look at the makeup of America, it is extraordinarily diverse. When we think about how we create and generate revenue, how we sustain revenue, how we create long-term value, all of those things are dependent upon our customer base. If we do not embrace diversity, we are not maximizing our revenue potential. It is as simple as that.” Angel Investing “Entrepreneurs power our economy. They are the ones who are the job creators in our country, and so to understand business and industry, you really have to go where business and industries are. And so that's why it was important for me to get involved with venture investing and angel investing to get a front row seat to industry in ways that I could have never imagined.” From the On Boards Summit 2023: The coming wave of Artificial Intelligence (AI): What questions should boards be asking? · How will your company or board be impacted by AI? · How can we use AI in the future not only internally to...

Paul Braverman was a cultural force behind the growth and success of Wellington Management which currently has over $1.3 trillion under management. Since retiring in 2007, he has served on over 17 boards of directors, including boards of public and private companies and nonprofit organizations. In this episode we discuss the most important drivers of board success. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: “I think the culture of Wellington is its most sustainable competitive advantage. It always has been, and the culture is basically the name of the book (I wrote) entitled: Client, Firm, Self: The History and Culture of Wellington Management Company. We believed that we existed for the benefit of our clients and that they always came first, and then the firm, and then the individual.” What was there that allowed Wellington to sustain that very, very, very strong culture for so long? What we all observed how devoted the founders were to each other, how they watched over each other, took care of each other, helped each other's families. If there were problems, we watched when one of the partners passed away how well they looked after his spouse, things like that - - we learned by observing them. I said in my final speech when I left the firm, I learned more about life at Wellington than I did about the investment business just by watching the character of these people and how they conducted their lives and treated other people. How does a board help maintain the culture of the company for which it serves? The board, I believe, sets a tone at the top, and it is a tone that we exist for the benefit of our clients or our customers. We are accountable to the shareholders. We need to take care of our employees. We need to take care of the cities and the locales that we do business in to help wherever we need to help philanthropically, and to set that tone for the rest of the company. It's not just always business and always profits. You're not going to believe this, but I never had a budget all the years that I was there. Reputational Risk: with a company like Wellington Management, which works so hard to create the culture and to create the reputation of the company – it often becomes one of, if not the, most valuable asset of a company. It's one of the most important responsibilities that a board has. The amazing thing about it, Joe, is as hard as we worked on it, as strong as it was, it's still fragile. It's always fragile. It can just be one incident. Board of One My worry is that a specialist who doesn't have the broad experience, when we finally get to the point when we have to decide about a cybersecurity attack or something, I don't want the decision to be in a vacuum by one person. Role of a Board chair I have chaired a few boards, I chair one now, and what I say to the other board members is, "Before we start, I just want you to know one thing. I work for you, you don't work for me, so I'm here serving you." I think that helps a lot. I'm very transparent. I reach out to them all the time seeking a wider audience. I set the agenda with the CEO, and I meet with the CEO once a quarter privately to make sure to see how the company's doing. I try to keep myself out of the board meeting as much as possible, other than to make sure everybody stays on track as far as time and that we cover the key points. Board Chair and the CEO. If they aren't working well together to make sure that the board is being effective, what does a board member do? To the extent that you don't like something that's going on, you have to go to your chair because at some point, you're violating either the prudent man rule or your fiduciary responsibility. We're fiduciaries so you're going to have to report it and you're going to have to do something about it. Either something has to change, or you have to change in terms of moving on.

Lisa Spadafora Thompson the founder and CEO of Sturbridge Growth Partners, a virtual network of consultants, thought leaders, and practitioner specializing in growth strategies, talks about her experience as a consultant and how she has used those skill to become an impactful board member. We love our listeners! Drop us a line or give us guest suggestions here. Links: Bio: linkedin.com/in/lisa-spadafora-thompson Articles: https://venturebeat.com/datadecisionmakers/act-dont-react-managing-inflationary-pressures-in-enterprise-software/ https://www.lotisblueconsulting.com/insights/there-has-never-been-a-better-time-to-shockproof-your-business/ Big Ideas/Thoughts/Quotes: Sturbridge Growth Partners Lisa founded Sturbridge Growth Partners to serve companies in various B2B industries with customized, actionable strategies without the high fees of large consulting firms. “Strategic pricing in B2B markets involves understanding the value you create for customers and how to maximize the value capture in the form of price.” Board members should ask leadership more questions about how much economic value they create for customers, whether they’re maximizing the amount they can capture, and whether they’re negotiating with customers in ways that drive competitive advantage.” Monitor Group Lisa served on the board of The Monitor Group, a consulting firm acquired by Deloitte. “Six years after joining The Monitor Group, I was elected to the board of directors by my peers, who were the other partners in the firm. Shortly after winning, one of the most senior partners in the firm said, “You know why you won, right?” I laughed and said, “No, why don’t you tell me.” He said, "Because you have the ability to take on the important and contentious issues, and you need a lot of courage to do that on a board. You have that courage. That's why you got elected. Don't ever forget that.’” What did you learn as a board member during the process through which Deloitte acquired the Monitor Group? “One of the most important things I learned during that process is that we can tend to hyper focus on hard skills. But being on a board, particularly at a contentious period of time, the soft skills win the day - the people who can take on the tough issues in a way that aligns people, that was critically important for us during that time.” Twin Valley Companies Lisa serves on the board of Twin Valley Companies, a 4 generation family-owned managed service provider and telecom products business based in Kansas City. The organization and the family have a very deep-rooted culture and community in the cities and towns that they serve. Lisa, how did you get onto the Twin Valley board? “I applied for the Twin Valley board through an organization called the Private Directors Association (PDA) where I’ve been a member for 3 years.” As a lifelong consultant, I've worked in a variety of different industries. The CEO liked that I had manufacturing experience, hardware, software/SaaS, and other B2B services. They weren’t looking for more telecom expertise – they wanted to learn from other industries.” “One of the things I love most about this board is that we’re committed to operating at the highest levels of governance. We even hired an external firm to help us develop into a high-performing board. Not all private companies will do that, but they should because when companies have excellent governance they grow, and they grow profitably. That benefits all stakeholders.” African Entrepreneurial System Lisa is an advisor to Harambe, “a group of some of the most prominent, amazing entrepreneurs I have ever met from countries all over Africa.” They have started businesses that are geared towards solving some of the biggest problems that the continent faces, like high youth unemployment rates, increasing crop yields (80% of the arable land in the world is in Africa), and getting access to credit. Semicolon I was asked...

Ian Roffman advises boards, directors and company executives when there is trouble - a government subpoena, a whistleblower complaint, a letter or a phone call from a government regulator. In this episode we talk about what a board and management should do when this happens - and how they can position themselves in advance for an inquiry by the government. Big Ideas/Thoughts/Quotes: Our guest Ian Roffman helps boards, directors and company executives when they're facing what can be a significant moment in the existence of a company. Those moments can come upon the receipt of a government subpoena, a whistleblower complaint or even something as seemingly innocuous as a letter or a phone call from a government regulator. Ian comes in to help the boards, help individual directors and help executives as they make their way through those sometimes sticky periods. One of the most important things a company or a board can do when there is a government inquiry is to try to get its arms around the issue as soon as possible. There's a balance that boards need to strike between speed and hastiness. You want to act quickly, but not at the expense of good judgment. The desire to ignore or push off bad news can be pretty strong, but directors have a duty to think about the steps that they need to take to reasonably make sure that they're fulfilling their duty to shareholders, employees and all of their relevant constituencies. The SEC has said that there are the four benchmarks they will look at to evaluate whether a company and its board are good corporate citizens: 1. Self-policing (did you have in place good internal controls? Did you have a good risk function? Did you have an internal audit function, etc.?) 2. Self-reporting (was there transparency and speed in the reporting of the issue?) 3. Remediation (whatever the problem was, did you fix it?) 4. Cooperation (when we asked you for documents, did you give them to us? Did you also give us the documents that we didn't know to ask for? The SEC is very clear that cooperation doesn't just mean you did the things you're required to do. It means you did something extra.) Even though other regulators don't use that same nomenclature, the concepts are always the same. Question: When you get there and you see that there has been some, let's call it, avoidance or cover up, what kinds of things do you tell them to do then? Answer. Often it comes from a really good place, which is that people see a problem and they try to fix it. Where it becomes a "cover up" rather than a solution is if there's a lack of transparency. Really, the key, when you identify a problem, is whether you're trying to fix it secretly versus trying to fix it transparently, and the fix might be identical, but a secret fix is a problem and a transparent fix is a solution. Transparency and collaboration within an organization are among the most powerful things that companies can do to put themselves in a position to deal with regulatory inquiries. Directors’ Duty of Oversight. The Marchand decision (2019) is sort of “Caremark duties on steroids.” The case involved the Blue Bell Ice Cream Company, which had a Listeria outbreak in its ice cream. The directors were sued, with a dereliction-of-duty-type theory. The Delaware Supreme Court said that directors have an active duty to oversee the operations of the company, especially when it comes to areas of significant risk within the important areas of the company's operations. In that instance, it was food safety. The director’s duty described in Marchand is much more active than what many boards had expected. Whistleblowers. It's in the company's best interest to take a whistleblower complaint seriously - so listen to what it is, look into it. If there's something to it, deal with it. If there's nothing to it, make clear to the government that there's nothing to it, but do not be dismissive of your duty. Insider trading. Insider trading investigations...

Pratt Wiley is the CEO of the Partnership, a 35 year old organization whose mission is to provide leadership development for professionals and executives of color across every stage of a professional's career life cycle. In this episode we will hear about the incredibly impactful work The Partnership has done, and continues to do, to change the lives of many talented people – and the communities in which we live. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes The Partnership provides leadership development for professionals and executives of color across every stage of a professional's career life cycle. We work with companies and organizations to help craft and influence corporate culture, which is what we believe is truly the most important competitive advantage that an organization can have. We focus on what we call community - - being very intentional creating relationships of peers and mentors and sponsors and advocates, who are important for both professional advancement as well as personal fulfillment. BoardLink BoardLink started with nonprofits knocking on our door asking us if we had any board candidates that we could share with them. They were looking to diversify their board, but they weren't sufficiently connected to networks to be able to identify and recruit diverse talent themselves, and so that's what BoardLink is. It is taking these networks of incredibly talented and accomplished executives of color and connecting them with organizations, nonprofits and for-profits that are looking for great board candidates and especially those who are people of color. Impact The Partnership was formed in 1987, since then 35 years of programs and 6,500 alumni who have gone through those programs, and you'd be hard pressed to find a prominent leader of color in Massachusetts - in a lot of corporate spaces - who aren't either a graduate of our program or one of the folks who helped create it in the first place. There are a number of ways that we measure impact. The easiest to measure - probably one end of the spectrum - is retention and advancement. We don't want to look at these programs as golden handcuffs, and so our folks advancing professionally is another piece of data that we look at, and we have similar numbers there. Our alumni are CEOs and Chief Justices. They're entrepreneurs. They're leading Fortune 100 companies. They are leaders in healthcare and consumer products and financial services To an extent the real value of an organization like The Partnership, that thing that we can provide that no one else provides, is this safe space that can serve as a safety net for so many of our participants that both catches you when you fall, but even more so encourages you to take greater risks knowing that there is that support system behind you. Family Impact My mother took over The Partnership after it had been in existence for about three or four years. There had not been a proof of concept in terms of, is this an economically viable organization. It was on the verge of bankruptcy. It was a moment not too dissimilar from this one where you had corporate leaders who were saying, "You know, we've tried this for a couple of years, and now it's time for us to move on to something else." My sister and I still remember that it might not have been her first day, but it was one of her first days. She picked us up from school and then we went back to the office, and I started unpacking boxes and putting files away in the cabinet and I joked that The Partnership really was built on child labor for a number of years. When I moved back to Boston I had this weird existence where not a week would go by where someone wouldn't stop me on the street and say, "I went through The Partnership when your mom was running it, and it changed my life." or "I was at this crossroads in my career and your mom had coffee with me and she helped me see the direction...

Ham is an active long-time member of the Boston entrepreneurial community, a seasoned board members, a prolific author on the subject of boards/governance and the founder of the Launchpad Venture Group, one of the driving forces behind organized angel investing in the United States. In this episode Ham, we discuss many areas of board practice with someone that for many years has helped and written about how to make boards better. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: Board questions around AI: What are the strategic objectives of the company, what are the business problems and the opportunities that that company should be going after. Three questions to begin: 1. What specific business problems or opportunities do you plan to address with AI? And how do you anticipate that AI is going to help the company achieve its strategic objectives? It's all great to have tools like AI, but if they're not fundamentally driving the business in a direction that helps you achieve those strategic objectives, why bother? 2. How will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards? AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road. 3. How will you communicate the use of AI to your stakeholders, and that includes employees, customers, investors, and regulators. And how will you address the concerns about the use of AI? “There's not time for this in every board meeting, but a board should have at least one or two strategic sessions a year that are focused on technology.” “When you think about a financial institution, a healthcare institution, they have a lot of data that is extremely sensitive; personal data, healthcare data, financial data. You don't want that escaping out into the world by using one of these tools that you don't necessarily know what it's going to do with that data.” One of the biggest concerns is that sort of bias and discrimination that can occur with AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road. even if you don't get the full effect, it's important to get it right so that as you go forward, you've identified any issues that might exist, whether it's bias, discrimination, or something else before it's everywhere, which will make it more difficult to control at that point. Whether you need to explain that AI is, for example, reading your medical scan, your MRI or your CT, or whether you need to explain to your customers that an AI is either giving you a thumbs up or a thumbs down on we're giving you a mortgage or whatever. I think that's going to be a more challenging question about how you communicate that- I don't think there's necessarily a good answer for that today I do want to say one thing about all three of these questions that I've asked, they are questions that you should be asking of the chief technology people in the organization, not just the CTO because the CTO may or may not be the one who is most expert in these particular areas Raza, what do you think about having an AI board member? I think a copilot, an assistive technology, is definitely a very interesting thing for boards. It can make them more effective. It is possible that you have a large set of materials and going through those, you do miss things as a human, but an automated process and AI could definitely come up with more. This is a really great idea for a startup, and I think somebody will do it. Note: All of the board questions generated by ChatGPT about AI are listed below Board...

Meghan Juday is a fourth-generation leader and Chairman of the Board of Ideal Industries, a 100+ year old family business. In this episode Meghan talks about her journey to become the first woman leader in the family business, and some of the lessons about family and governance she learned along the way. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Links: Meghan Juday website and bio The Lodis Forum Board Refreshment: 50% of boards have at least one director who is no longer adding value; how do you know if you are the “one”? Big Ideas/Thoughts/Quotes: How I started in the family business “I got a phone call from my dad, I had a three-week-old at the time, and he called me and said, "Now that you don't have anything to do, can you just come work on this project?" But you know what's crazy? It's like people talk about how challenging parenting was and I was like all kind of ready to go, and that three-week-old sleeps all the time. I was poised and ready for the big onslaught. I was thinking, what’s the big fuss is about, this is fine, and so I said yes to this opportunity. Honestly, had he called me with a six-month-old, I would've been like talk to me in three years.” Family Governance When I joined the board, I became intrigued with the interplay between family governance and corporate governance. In talking with other families, a lot of times family businesses will have a very strong corporate board and they'll put a lot of time and investment into it, but they kind of starve the family as something that's not important. I n my mind, family governance has to be equally invested in and taken just as seriously. “My rule of thumb is family businesses should expect to spend and invest as much on their family, their family engagement, risk mitigation, and family education as they do on their corporate board.” Family Governance: “The structure necessary to keep a disorderly system (the family) ordered.” I think that the family, like any system, really wants to descend into chaos. A lot of decision makers, a lot of influences, everybody wants the key roles, everybody wants to be able to tell the CEO what to do. I mean, I'm saying this hyperbolically, but it's really important that family governance is intentional. “One of the conversations that we have in our Family Council every year is what is going to change in the next 10 years whether or not we have a plan. We look at several different systems, we look at the families. We have all those cute 8-year-olds, in 10 years they're going to be 18 – we better have a plan. We had better have talked to them about the company. They better have been exposed to the family between now and then.” “Family Assembly” is really just the term we use for the entire family. We do quarterly calls with our CEO to talk about business updates, have a quarterly call with our CFO to do financial overview and do education and training around just being comfortable with understanding some of these financial dynamics. And then we have an expert series as well where we bring in subject matter experts on various topics that may have some relevance. We changed our compensation committee to also embrace culture because we want to make sure that the compensation is driving the culture we intend as well as the business results. I really think the board needs to be kind of forward leaning or future leaning and have the skillset sets and expertise of where the company wants to go directionally, strategically. Changing the paradigm What's so interesting about the previous generations being so thoughtful and thinking with such a stewardship mindset, is that they saw our family basically had two branches, and depending on who died first, voting control would flip flop between the branches. But they really just wanted to work together. If you harmonize the elections, then you don't have these big swings, and so they decided unanimously to...

Alissa Hsu Lynch serves on the board of Pulmonx (NASDAQ: LUNG) which a medical device company and she comes from a diverse career with leadership roles and Johnson & Johnson and Google Cloud. In this episode we discuss digital transformation in healthcare, board’s role and advice for boards. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: Effective onboarding at Pulmonx Board Pulmonx is a medical device company, small cap company, that offers a valve, so a medical device for severe emphysema, so for people who are suffering from lung, and it helps them to breathe more easily. It's a minimally invasive procedure. They have breakthrough FDA status and so it's really just wonderful to work with a company that is looking to improve and even save people's lives. RS: onboarding was intensive, both in terms of training you as a board member, but also learning about the company and meeting people there. AHL: I think a lot of boards in their onboarding process do the typical meet all the senior executives, the management team, get to know the business, and I certainly did that and that was super helpful to be able to speak with all the key leaders of the organization. But what they also did that I specially appreciated is they partnered with a consultant from NACD, the National Association of Corporate Directors, a very experienced board um, director and consultant who worked with myself and the other new director over a period of about six months to really go deep on all aspects of board governance. Every month we would meet for a couple of hours and just focus on one committee, so one meeting would just be on the nominating and governance committee and we would go over what is the roles and responsibilities? What are the risks, what are the questions you should ask? And also what I thought was really great is that she would pull up the nominating and governance charter from Pulmonx, and we would go through the company's charter and she would be able to provide perspective on, "Well, this charter is covering these aspects, but some other companies, maybe once you join a larger cap board, they may also have these other aspects." It was really helpful to be able to meet one-on-one with her and just be able to ask stupid questions as a new director and just get that confidence that, "Okay, I'm walking into this with a really great background on governance." Areas of Digital Transformation for Companies There are four areas that I've seen many organizations think about when they talk about digital transformation. The first where many healthcare organizations, in particular, are starting is around operational efficiency. Operational efficiency is a common one where many organizations start. The second one is around improving customer experience. The third is helping them accelerate innovation. The fourth is on consumer engagement. Advice for Boards on Digital Transformation Earlier I talked about this concept of crossing the digital divide and how difficult that is to go from your legacy business to a new technology-enabled business. Tangibly I wanted to provide three tips. One is help management identify where they should go, and I'll talk about that in a moment. Second is, help them think about how to get started, so going back to the problems to solve, and the third is, what is needed to build a sustainable business model, so where this should go, how to get started, and what's needed to build a sustainable business model on that next s-curve. 10X Thinking for Boards AHL: One of the things I learned at Google is around 10X thinking. This is the idea of really solving big problems by coming up with radical solutions, going for a 10 times improvement instead of just a 10% improvement. That type of thinking, that type of expansive thinking is something that the board should encourage their companies to do as you're working through your strategic...

Michael Peregrine advises boards of directors on matters of sensitivity and controversy, often in connection with corporate and fiduciary crises. In this episode we discuss examples of such including Silicon Valley Bank and the board’s role, board diversity, the danger of deference to strong CEOs and the challenges that AI raises for boards. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: The reason I refer to matters I work on as sensitive is because they sometimes bridge the gap from pure legal issues to moral and ethical issues for which there's a gray area, and they often require a substantial amount of courage for the full board to address them and they are perhaps the most explosive in the sense that they typically involve people of goodwill and faith, As an example, sometimes a very successful CEO is just unable to make the shift to what I would call the modern board management dynamic with respect to engaging boards, or particularly in supporting corporate compliance…it's a situation where a CEO is just reluctant to acknowledge the full scope of the board's duties and responsibilities, just doesn't get it, and therefore is in direct conflict with the obligations of the board to engage in fiduciary responsible activity. Silicon Valley Bank When you have any kind of collapse in the banking industry, in the financial industry, where consumers are hurt directly, you're going to have everybody piling on. “I think the Silicon Valley Bank situation is going to continue to be in the forefront for all kinds of directors because it deals with the failure of a heavily regulated industry with sophisticated issues involved, but very basic concerns about how people did their jobs.” “I think there is a risk that it will cause board members to over-engage if they feel that they're in situations where management has not done enough to inform them or advise them or keep them in the loop.” That, of course, leads to micromanagement, which is not good for the company as a whole. I kind of see it, and I see a pullback by the board in terms of reliance on management and taking more on at the board level. And while that's understandable, I don't think that's good in the long term. JA: It seems like had both management and board been doing what we all think of as their job here, this would not have happened. It's probably not necessary to clamp down and scrutinize more closely. The question is, why didn't they scrutinize at all? Why didn't they have a chief risk officer? Why didn't they do a lot of things to maybe hold this very, very aggressive and active CEO more accountable for what he was doing? MP: I think there's a great likelihood that the Fed will control the dialogue…”We gave them all the information they had. We can't hold their hand." And the question was, "What did you do with the information?" I think it will focus on the extent of information that the board and management knew or should have known from the Fed's review. “If I'm a chief risk officer of an organization, I'm going to assume that my compensation will increase dramatically.” I think another question could be, "Well, did the board actually have the competency necessary to do the analysis? Was there a situation where they lack subject matter experts?" JA: It's not just a lack of a chief risk officer in just any sector or organization. It's a chief risk officer in one of the most highly regulated industries in the world, so not having one under those circumstances - that's something on which people will focus and I think that’s appropriate. Criticism of SBV Board Diversity JA: You said the criticism may be unfair, and I'm going to just say it's way more than unfair, it's completely, in my view, misplaced. Two things: one, diversity of perspective does mean you're a better board, but it doesn't necessarily mean you're going to be a better board unless the underlying skills and...

In this episode Steve Gullans talks about the board’s role for life biotech startups and IPOs, Scientific Advisory Boards, how therapeutic drug companies are different and orphan drugs – and everything life science. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Links: Steve Gullans Bio Metis Minds Big Ideas/Thoughts/Quotes: Background - Steve's network and expertise extend from academia to Wall Street. He has managed teams through successful financings, scale up of operations, clinical trials, deal negotiations, IPOs and M&As. He has also served as board director for more than a dozen companies, currently including Orionis Biosciences, Alexis Bio, iSpecimen, and Navigation Sciences. Steve began his career as a professor at Harvard Medical School, has co-authored over 130 scientific papers and is a fellow of the American Academy of Arts and Sciences as well as the American Heart Association. Steve has also as CEO of a public biotech company and co-founder and Managing Director of Excel Ventures, a life sciences venture capital firm and he is currently the CEO of Metis Minds, a digital wellness company addressing ADHD. On Scientific Advisory Boards - “Scientific advisory boards generally, as the name implies, involve scientists giving advice to a company, or it could be to an institution ... helping them with their innovations or with a large number of companies as they try to figure out how to maneuver their way through the technical challenges of the scientific process.” BioNtech had no plans to go into vaccines, but if you have the right community of people, you can actually pivot when you need to. But on top of that, it's really about giving sage advice and critical advice that often the board cannot provide. “Joe: One scientific advisory board that I'm very familiar with is the one that we have on St. Jude Children's Research Hospital … For some of the deep dives, they'll bring in outsiders, not members of the ongoing SAB, for very specific expertise, but I think it's fair to say that for the board, that three, four, five hours that we spend with them each year is some of the best time that we have all year.” Metis Minds – “I just decided to come out of retirement because I've been focusing the last few years in learning about the digital technologies that will allow us to retrain the human mind. “Metis Minds is was developed by a team in Boston in collaboration with others around the world. It's simply an EEG device that sits on the forehead of a child or it could be an adult, and it controls through Bluetooth a video game on an iPad or other pad. It looks identical to the games that my grandkids play today, like Subway Surfer. It's an adventure avatar game, and the speed at which the game operates is determined by how much you focus and concentrate. Eight human trials have shown it actually works.” Therapeutic Drug Companies – “an early stage biotech therapeutic drug company, it really needs a lot of capital. The path is well worn, and at the same time there is capital available, but you have to check certain boxes in order to access it.” “In general, you have a preclinical development period. It could be in academia, it could be in a private company, or you use the best available animal model to show the compound you have, whether it's a biologic, a small molecule, a peptide, it could be a natural product, it could be anything that shows benefits and safety in small animals.” “A fundamental difference in terms of operating therapeutic drug companies is you never have revenue.” “There are two hallmarks. If it gets a 90% failure rate, why would anybody invest? The answer is because you don't actually have to ever have a sale. By the time you finish phase two clinical trials, the pharma companies line up because they prefer to run the phase three trial themselves and they buy that company.” On Theranos – “I am one of many scientists who looked at...

Maria is the President and CEO of The Chicago Network, a group of women business leaders in the Chicago area whose purpose is to empower women to lead. In this episode we talk about The Chicago Network, its history, their work on getting more women on boards and important aspects of board diversity Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Links: Maria Doughty Bio The Chicago Network HerStories womenlead.io Big Ideas/Thoughts/Quotes: Maria’s Background – “My parents, who are two of the smartest people I know, have very little formal education. For them it was all about opportunity, and education for them was the door that open those opportunities, so they really made it their mission and purpose to provide my sister and I as much opportunity on the educational front as we could have.” Becoming President & CEO of The Chicago Network – “I met with the search committee on numerous occasions. The more I learned about the organization, I just felt like this was the place for me to be. It was definitely a switch because I went from being a corporate lawyer and a strategist and an advocate and all these pieces to actually shifting into the nonprofit sector, but I knew it was exactly where I should be because this role in particular allows me to help amplify the voices of our members to really live into our purpose and to our mission.” Broader Impact of TCN – “Our women [members] lead global organizations, the question is how are they using their power and influence within their organization as well as amplifying the platforms that they are on. How are they using their power and influence to be able to really change the numbers in the gender equity space.” Increasing Women on Boards - We've always had a focus on increasing the number of women on boards, but we've really amplified it over the last three years. About 30% of our members are serving on for-profit boards. One of the requirements of our organization is you must be civically engaged, so every one of our members at some point has served on a nonprofit board or is currently serving on a nonprofit board. That board service is really part of our DNA. Growing the Next Level of Leaders - One of the things that we talk about a lot is, , it's really important if you want to be a CEO to own a P&L and most women aren't told that they need to pivot into a P&L role. It's one thing that we feel very strongly about - that women in particular need to be told and recognize and given support to pivot into that space to take on some of these bigger roles. Non-profit Board Service Leading to For-Profit Boards - Nonprofit board service is a wonderful way to prepare people for for-profit board service. If you pick a nonprofit board, I encourage people to pick one that has a very strong governance. They have a nom/gov committee, they have a finance and audit committee, a board development committee.

Melissa Sampson McMorrow chairs the Tax Department at the law firm of Nutter McClennen & Fish and co-chairs Nutter’s Nonprofit and Social Impact Practice Group. In this episode we talk about models of governance structures for Impact Philanthropy Enterprises - ranging from Newman’s Own to Patagonia. We also discuss Massachusetts guidelines for diversity, equity, and inclusion on the boards of Massachusetts charities. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Links: Melissa Sampson-McMorrow Bio Nutter McClennen and Fish New York Times Article about Patagonia Big Ideas/Thoughts/Quotes: About Nutter - Nutter McClennen & Fish is a Boston-based law firm that was founded over 150 years ago by Supreme Court Justice Louis Brandeis. The firm carries on his legacy today by providing high-quality legal counsel to industry-leading companies, entrepreneurs, institutions, foundations, and families across the country. Changing landscape of Impact Philanthropy - As the world has become more complicated and as the profile of donors has evolved, you see more engagement from donors, and you see donors drawing on different tools and approaches to accomplish their charitable objectives. Donors want to give more than money - .. What you're really seeing is donors, many of whom are successful entrepreneurs, really wanting to use those skills and know-how and apply it in world of philanthropy where they can really make an impact, not just giving money, but with aligning with their goals. Newman’s Own Model - Newman's Own was Paul Newman's company and anyone who walked down the salad dressing aisle of a grocery store knows that Paul Newman gave some percentage of the profits that his for-profit company made to charity every year. Fast forward to his death, how does he keep this going after he's gone? Well, what he did was he, bin very simple terms, gave his company to his charitable foundation... A wise mentor of mine once said to me, if you don't like the law, change it, and that's what they did. They lobbied Congress and they changed the law, and so they were able to end up with a structure that is available to everyone, not just Newman's Own, that would allow a foundation to continue to operate a for-profit business. How the Patagonia Model is Different – There are a few aspects that distinguish what at first blush might seem like a similar arrangement to the Newman's Own arrangement, with few key distinctions. The first distinction of the Patagonia example is that the family is able to maintain control of the business. They don't own it or have an economic ownership interest in it, but there is a control element that is not present in the Newman's Own situation. Massachusetts Guidelines on Diversity, Equity, and Inclusion for Non-Profits -Massachusetts has had a guidebook for nonprofit organizations, particularly charitable organizations, for a long time. It was most recently updated in 2022, and I think it's really interesting where they chose to put the focus in their updates. Really, it's on first, education, second paying attention to the financial workings of the organization and then third -and arguably most important -, paying attention to how you build your board and how that board carries out its duty in executing the organization's mission. Louis Brandeis on Progress - If you'll permit me a quote by the founder of our firm, Louis Brandeis, our DEI strategic plan is guided by a quote of his as follows, "In differentiation, not in uniformity, lies the path of progress," and I think that rings true today as well.

Maria Castañón Moats is the leader of PricewaterhouseCoopers' Governance Insights Center and previously served as PwC’s Chief Diversity officer. In this episode we speak with her about PwC’s 2022 Annual Corporate Directors Survey, which included the views of over 700 public company directors, about the important issues facing boards and how directors view them. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Links: Maria Moats Bio 2022 PwC Annual Corporate Directors Survey 2022 Consumer Intelligence Series Big Ideas/Thoughts/Quotes: PwC Corporate Directors Exchange The PwC Corporate Directors Exchange is a gathering of directors on public company boards, primarily Fortune 1000 and above, that PwC hosts every year in January. Our theme this year was “Acting today for a better tomorrow” - it’s about bringing leadership into the boardroom. We touched on the geopolitical environment, shareholder engagement and activism, what's happening in Washington, how we behave with one another and why. We addressed trust, climate and then cyber. For two days onsite with a hundred plus directors in person and another 120+ on live stream, it was terrific. PwCs 2022 Annual Corporate Directors Survey, Issue #1: The Trust Gap. While 87% of business executives believe consumers highly trust their company, only 30% of consumers actually do. "This lands at the feet of the board of directors as stewards of the company.” In order to maintain trust, there needs to be a level of transparency with all stakeholders so that they better understand the company. When I talk about transparency and disclosure, that's separate from what a regulator would require. It's not a compliance element, it's what does the company stand for? How does the company want to be transparent and communicate with its stakeholders? Being transparent about its strategy, its risk, its processes, is a great start, but 71% of directors told us that it starts with engaging, talking, communicating with shareholders. It's not enough to have it written. Issue #2: Pushback on ESG: Only 45% of directors believe ESG has an impact on long-term performance That 45% really concerned me because it was slightly higher last year, that whole why ESG and how does that really impact the bottom line, right? Performance profits, I'll call it instead of performance. What I think is happening is there is a bit of ESG fatigue in terms of the conversation amongst directors and companies. “The question companies and directors need to ask is: if we don't want to call it “ESG”, How is the company really going to differentiate? That differentiation, trying to get more market share, growing revenues - how do you think about that relative to strategies around the environment, climate and social in your people?” You have to make sure that you're engaging so you could educate them on how you're going to bring forth that long-term value that will come through the elements of ESG, how long that will take, and what that impact, if any, will be on the short term. Issue #3: 31% believe that sitting CEOs should not serve on boards outside their own company. I think the concern is valid because you don't want your CEO to be distracted. But on the other hand, I am fully supportive of having that CEO be on a board. The CEO often sets the agenda for board meetings with the lead director, et cetera, so if they sit on an outside board, then they're probably better at thinking: what should our agendas look like? How often should we discuss different elements of the strategy? “One of the most important things that boards do is make sure that they have the right CEO in succession planning. If a CEO that sits on an outside board, they probably know how that outside board thinks about CEO succession planning.” Issue #4: Forty-eight percent of directors want to see a fellow board director replaced. However, 62% say that boards won't enforce any policies that...

Jennifer Buras advises clients, primarily senior executives, on career development, including in many instances their first board seat. In this episode she discusses how to prepare your first board seat – and succeed. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Quotes Preparing a client for a first Board Seat "What is your personal brand? What is your board brand? How can you articulate that and infuse that in your board bio, your board resume, the way you present your value proposition. We conduct mock interviews. We coach our clients who are actively pursuing board seats and are in live interview situations. We'll record those interviews. A board interview is very different than a corporate interview, so we want to make sure that they're prepared for that sort of questioning. Board Bio By presenting a board bio you're demonstrating your board savvy. A board bio is intended to be a one-page narrative where the reader can quickly ascertain what is your board brand and what is your value proposition. What is it that's unique about you and your experience that's going to be accretive to the boardroom. The role of a board member People need to be reminded that it's not about “telling” in the boardroom, it's really about listening and being able to ask the right questions in order to further a conversation and get to a better decision. Networking I think it's important for prospective board members or those seeking board seats to start with their own network. Who do you know within your network who is a board director? Who do you know who's an influencer; accountants, lawyers, venture capitalists and really catalog that list and tier them. You're trying to get into that second and third degree of separation from yourself in order to find opportunities. Big Ideas/Thoughts We had a client at Essex years ago, who came from a very large, well known money management firm in Boston and he was offended that nobody had asked him yet to join a board and nobody asked. When I asked: "Have you told anyone you want to join a board?” he said, “no.” You have to let people, your network and beyond, to know you’re interested. Pretty basic, but sometimes overlooked. First For Profit Board Seat I joined that board as a result of my work on the North Shore Y Board. At that time I was the treasurer of the organization. I chaired the finance committee and the CEO of Beverly Bank, the predecessor bank, was an ad hoc member of that board so he was able to see me in action in a different context than he might have seen me had he just known me in my day job. Having worked with him, when a board seat opened up on his board, he asked me if I'd like to be considered When you sit on a not for profit board you have an opportunity for people to see you in action in a different way than they may see you in your day job, they see you in the boardroom, and also you're often with board influencers, people who are either on corporate boards themselves, CEOs, people in the community who are willing to advance and endorse you. Time Commitment as a board member The NACD published a survey in the last year or so which indicated that the average director spends 248 hours a year, which translates into five hours a week on their board role, and as you know it’s not necessarily an evenly spread five hours a week. Boston Club The Boston Club is a woman's leadership organization based in Boston dedicated to advancing women not only in the boardroom, but into leadership roles.