7 Steps to Improve Board Diversity

7 Steps to Improve Board Diversity.

We all know, or should know, that diverse boards are better boards and have the capacity and insight to make better decisions.  But this will not happen overnight and needs to be thoughtfully planned if you are starting from a low base of understanding.

Step 1: Start the conversation

Its easy to throw the words diversity (and hopefully inclusion) around, but what does it actually mean. Diversity will mean different things for different organisations and this needs to be understood.  Most organisations service a customer or user base.  A board that understands the diversity of that customer or user base has a better chance of succeeding. For example, it’s unlikely that an all male board will understand the needs and wants of a female customer base to whom they sell cosmetics will work.  

So the first step might be that the Board asks a NED to present a paper on diversity to raise awareness. This should outline the benefits of board diversity and the obstacles to be overcome.  

Step 2: Develop a Board Diversity policy

Assuming the board embraces the proposal then it needs to develop a policy for the board that makes this aspiration real. The policy should encompass targets for the board to deliver on the policy.  

Step 3: Demonstrate the Boards commitment

Publish the policy on the company’s website, talk about it at AGMs, reflect it in the annual report. More importantly provide reports on progress against the targets set.

Step 4: Make sure the Nominations Committee are involved

A key role of the Nominations Committee is to recruit the future talent the board needs.  The board may even need to review the composition of the Nominations Committee to ensure that there is no unconscious bias at work.  Nearly impossible, but worth considering!

Step 5: Examine current board processes

The Nominations Committee will need to assess what the diversity gap and what they need to do to address it. Filling the gaps as director step down will provide the opportunities to bring balance to the board in terms of diversity.

Step 6:  Recruiting the diverse talent

Diversity will different for different organisations. So the Nominations Committee will need to be very clear on the profiles they are seeking and the value they will add to the board.  If the organisation was quoted company, any new board appointment should result in an increase in share price.  The same would apply here.  

Step 7: Welcoming and Inducting new board members

Newly appointed members coming from diverse backgrounds may have limited board experience. So your organisation will need to ensure that it has the appropriate induction programmes and mentoring programs in place to ensure new members have access to advice and support to facilitate their transition to being effective board members.

What Boards Must do to Survive Covid

Covid 19 has thrown up incredible challenges for all boards.  These include, going concern issues, survival, future financing, managing a workforce from afar and being market relevant.

Assuming the organisation can make it through COVID, one of the key questions to be addressed by the Board, will be assess if the organisation has sustainable business model and if not what to do about it. For some there may not be one.

Business models will be influenced by such factors as: leadership and the level of innovative at board and CEO level, how quickly organisations can move to online, lowering the breakeven point so they can make money at 50% capacity, the internal skills to enable the transition, how fast the competition are responding etc. 

The organisations will need to consider their future business models are those related to  education, tourism, entertainment, hospitality, sports, fintech, retail and restaurants.

It’s hard to know what will the future will look like.

“Most C.E.O.s today believe that until there is a more effective treatment or a vaccine, that work and life are not going to go back to normal,” said Julie Sweet, chief executive of Accenture.

The time to figure out the future will depend on the strength of an organisations balance sheet.   However even large companies will have a limited timeframe in which to act

So what does all mean for boards? Well this is a leadership moment which must come from the Board to take control of an organisation’s destiny.  Time will be of the essence.  I don’t think organisations have the luxury of spending 4-6 months on developing a plan. They must figure out a way of doing it faster or be overtaken by events.

So this is what your board should do.

  • Initiate a strategic review of the business. 
    • Assess if the current strategy is fit for purpose and seek evidence that it is from the market
    • If not initiate the development of a potential new strategy that is sustainable in the current and post COVID climate. Bear in mind that  no one knows what the future will look like.  So organisations will need to consider various scenarios in their strategic planning and evolving a model that will work
    • If there is no future for the business the Board must look at ways to limit diminution in shareholder value by seeking opportunities to sell all or parts of the business, merge with a complementary partner or wind up.
  • Assuming that a sustainable business model emerges from the process, then the Board needs to carry out an evaluation of the skills and competencies of the board in the context of the new strategy to see what new skills will be required and those skills and experience that are no longer relevant
  • Initiate the search for these new skills recognising that the skills needed in the online world will be in demand.
  • Induct these new directors and get cracking!

Board Reporting – Less is More

Board packs should help the directors and not hinder their oversight role

Most board evaluations we have carried out indicate that boards do not spend enough time on reflecting on what information they need to carry out their job and what form they would like to see it.

What we see 

  • Board agendas that tend to be cut and pasted with limited thought given as what should be the focus of the meeting and how much time should be spent on each item. Most studies and our experience show that not enough time is spent on the future and too much time on the compliance and operational matters. Good use of committees can free up board time.
  • Board packs that are hastily put together, lack the coherence, consistency and integration by management in reporting to their board.
  • Limited focus on presenting information in a manner that makes the Board pack more digestible, …good use of graphics, trend information, external benchmarking information etc.
  • Boards being fed the information by a supportive executive who believe they are doing a good job and maybe they are

Board Intelligence, the London-based board performance specialist conducted research which finds more than half (56%) of board members surveyed saying that their board pack has grown to an average size of at least 200 pages, with some packs weighing in at around 1,000 pages.  While we have not seen any board pack of 1,000 pages in Ireland, we have seen plenty with 200 – 300 pages. How can a board member read all this? More importantly should they have to, to do their job. 

The study also revealed that 84% of the board directors want better focused board packs.

What we would like to see?

  • A Board review group sitting down once a year to determine the information they need to do their job and the form they would like to see it in. The group should reflect on the following questions 
  • What is the objective/ purpose of board packs and what story should it tell?
  • What are the biggest mistakes committed by executives in putting together board packs?
  • What are the mistakes made by the board in requesting information from executives?
  • How can the required information be summarised and presented?
  • What’s the best practice in putting together board packs?
  • What role should a chairperson play in guiding the executives in putting together a board pack?
  • How should boards review the board packs and what should be the frequency of review?
  • More education and training for those with the task of putting together board packs that are a joy to read
  • An editor close to the CEO’s office whose job it is to make sure the information in the board pack is 
  • Integrated, concise and coherent 
  • Jargon free and uses plain English, and if needed a glossary
  • Uses graphics to show trend information, for example market share against that of a competitor
  • Uses a tool like the balanced score card to report performance against the organisation’s strategy and business plan

Less is more!

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David W Duffy

The CEO is a lonely position in these CV times. Board need to step up and support them.

Title  The CEO is a lonely position in these CV times.  Board need to step up and support them.

We now have a roadmap for Ireland’s reopening from a societal and economic perspective which gives us a framework to support our planning process as we hopefully move towards a period of recovery.

As the charity sector continues to work around the clock as part of Ireland’s frontline efforts and protect and support the most vulnerable in society, charity trustees are helping to support the many demands charities face today and into the future.

As audit season for charities progresses many boards are faced with the question of whether or not they are a going concern. Should they include COVID-19 as a post balance sheet event, how long can they retain staff?

There is always a delicate balancing act between how the board should support their CEO and team. While the buck stops with the charity trustee in terms of legal responsibility, it is the CEO who delivers the strategy on a day to day basis. 

So how can a charity trustee support their CEO at the moment? The best thing that you can do is ask them!

Charities are adapting quickly and innovatively, and their boards should respond similarly. So, at this time be mindful when requesting additional information, rather than generating new reports, it might make more sense for the Chair to schedule a call to discuss the key issues and allocate action items accordingly. 

It could be a trustee getting a second opinion from an advisor on HR responsibilities, it could be volunteering to develop a webinar that may support your stakeholders, it could be managing negotiations with a charity’s landlord.

Yes, these are task based and typically outside the remit of the board, but some CEOs need an extra pair hands. And many board members want to help.

Fundraising is critical at the moment with many charities suffering huge losses in fundraising income. Often fundraising decisions can be taken at board level and although they can have an immediate positive impact on the bottom line, they can also have a much more negative impact in the medium to long term.

Research has shown that 3 out of 4 people are still open to donating. This means fundraisers still have a captive audience. We need to allow them to do what they do best, innovate, tell stories of hope, impact and raise those much-needed funds.

The best piece of advice I can give any organisation is to engage and communicate with your CEO and Executive team, offer practical, tangible support and advice, be that sounding board and be there to listen.

The role of CEO is lonely at the best of times, can the board change that?

strategies, then many of us including the millennials will be sceptical.

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

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David W Duffy  

E: dwduffy@governance-company.com

M: + 353 87 242 3046 

Questions to ask (before is too late) in considering a board position

Questions to ask (before is too late) in considering a board position

Over 50,000 people serve on the boards of non-profits according to the Benefacts. 

So what do you need to consider before you decide to accept an invitation to serve on a non-profit board. Assuming there is a 10- 20% board turnover of directors each year 5,000 – 10,000 people have to consider this question annually.

The first question you should consider is…. Do I believe in the mission or purpose of the organisation? If not stop right there!

If you do, then other things you should consider are:

  • What is the ambition of the organisation? If this is not clear, you might want to pass.
  • How can I add value to the board….why have they asked me? 
  • Is the organisation solvent? Ask whoever is responsible on the Board this question?  Be enquiring!
  • What type of legal entity is it? This is critical to know as the form of legal entity will determine your regulatory and compliance responsibilities and the personal risk you may be taking.
  • What is the composition of the board?  Does it look fresh and energetic? Look at this in terms of  length of service, skills and experience, age, gender and other relevant diversity points of view.  Does the board make up feel right for the organisation it seeks to govern and lead? If not be careful. Find out why?  If it is male, pale and frail, it may not be the board for you. 
  • Has the organisation been in the news recently and why?
  • Talk to current and former board members to get an understanding of what it feels like to be in the boardroom.  Does it get bogged down in the operations when it should spend more time looking to the future. Is it energetic and dynamic or just coasting. 

The world of sport, healthcare, social services and education relies heavily on volunteer board members. If you believe in the mission of the organisation, but are wary about joining a board that is looking a bit jaded, discuss some preconditions with the chair.  

These could include getting more relevant skills on board, improving board rotation and having a greater focus on the future rather than mundane operational matters.

Ireland’s non-profits need good boards. So if the board is not quite fit for purpose in your view, perhaps by joining it, you can make it so. But make sure you have done your homework in advance. 

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

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David W Duffy FCA is the Founder and CEO of the Governance Company and the author of “A Practical Guide to Corporate Governance” published by Chartered Accountants Ireland.

Wearing Two Hats in the Boardroom will lead to a dysfunctional Board

We are still getting to grips with governance and what it means in Ireland for boards and directors. We have a lot to learn given that our first code was only developed in 2009. 

I wonder how many people say yes to being on a board without thinking about their roles and responsibilities and what they need to know to carry out their job.

Once on a board, the new director can be overwhelmed by the breath of knowledge that is required.  This could include the Companies Act 2014, tax law, finance, health and safety, the relevant code if there is one, let alone understanding how a board works.

The key challenge is understanding how I….. as new board member can contribute.  Good induction can help, nevertheless the early days can be intimidating for the new board member.

It can be easy to just listen and be silent.  A good chair will try to encourage new members to engage and give their views. Indeed, it may take some time before a new board member is comfortable contributing on a spontaneous basis and in the process perhaps upsetting the status quo. 

Whether one is silent or not, one still has the same collective responsibilities as all the other board members.

Many directors do not know that the board is collectively responsible for all its decisions.  This means that even if a member disagrees with a particular decision where the majority are in favor, they must respect the decision and support it outside the board room.  This can be hard for some board members if they are there are in a representative capacity, such as for a VC fund or for a province of a sports organisation where they sit on the national board.  Remember, next time round somebody else may be the lone voice! 

If a board member is in constant disagreement with the decision of the board, then they should consider resignation.

One must remember that a director can only wear one hat in the boardroom and that is the hat of the board they sit on.  If they are there in a representative or other capacity, they need to leave that hat at the door. If they can’t then, the board will become dysfunctional.  Board members elected in a representative capacity will find this challenging. 

So.…..speak up and only wear one hat!

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

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David W Duffy FCA is the Founder and CEO of the Governance Company and the author of “A Practical Guide to Corporate Governance” published by Chartered Accountants Ireland.

Investment in Charity Governance is not an optional extra

We have carried out numerous board evaluations of organisations in many different sectors, including, commercial organisations, hospitals, membership bodies, statutory organisations and regulatory bodies to name but a few.

One of the common threads across all sectors is the lack of investment in board development and senior leadership in the organisation. The same applies to charities.

Charities are by their nature frugal with expenditure that does not contribute directly to their mission and that is understandable.

However, investment in the development of a charity’s board and leadership should be viewed as a necessary investment rather than a cost and one which increases an organisation’s effectiveness by strengthening its skills, capacity and knowledge base.

The Australian Charities and Not-for Profits Commission (ACNC) supports charities’ efforts to invest the appropriate time and resources in the development of their boards and leaders.  The ACNC also sets out to ‘support and sustain a robust, vibrant, independent and innovative not-for profit sector’.

The Italians say that a fish rots from the head, so if the investment is not made in the board, how can one expect the organisation not to be affected by a poor board and leadership

Undertaking meaningful investment in a charity’s board and leadership is a vital component of sound charity governance that helps to improve skills and foster trust and confidence in the sector. 

There is drive towards creating the conditions to develop charities of scale, which should enable them to be more sustainable. To facilitate this, prudent investment by charity’s is required in the development of its board and leaders.  In my view this is not an optional extra but should be an ongoing activity to increase the ability of the organisation to govern and lead.

This is a defendable cost, which many charity boards may be reluctant to commit to for perhaps fear over adverse public reaction that often accompanies these types of investments.

A charity that does not meaningfully invest in the development of its boards and leaders is unlikely to be particularly robust, sustainable or innovative. The foundation of public confidence in charities is based on evidence of sound values, a credible purpose, good internal processes and skilled staff and board members.

The governance training carried out by The Carmichael Centre, Charities Institute Ireland and The Wheel is commendable. But more investment is required by the sector to ensure all charities, their boards and leadership can avail of ongoing and meaningful development.

Lack of investment in boards and the leadership will eventually lead to dysfunctional organisations and possible extinction.

Charites need to be able to provide the evidence to the public at large, donors and funders that they are investing in governance and not merely engaging in a box ticking exercise.

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and fun for those who need to know.

We offer the following services to help you in your governance journey:

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David W Duffy – is the author of “A Practical Guide for Company Directors” published by Chartered Accountants Ireland 

Mind the Competency Gap – NED vs Executive Director

Deciding to become a non-executive director should not be done on a whim.  It’s a serious statutory role with specific legal and regulatory responsibilities.

While there may be a certain attraction about serving on a board, it’s not hard to understand why. This could include the perceived status, sitting around the board room table with ambitious like-minded peers, new professional relationships, the development opportunities it offers, access to leaders etc. If you are providing your talents to a charity or indeed an unpaid post on a state board, the satisfaction and perhaps the glow of giving back can be very rewarding.

However, before you get carried away and say yes, take a step back and consider the following.

The skills and experience required of a NED director are very different from being an executive director.  Don’t underestimate the gulf between the two.

A phrase to bear in mind on the role of a NED is “Nose in but fingers out”.  That is NED’s should not get involved in the day to day operations of the business unless there is some issue that is putting the business at risk.  If you are joining a board with only executive experience and you have not been a NED before, you may find it difficult to contribute at the right level, as the operations may currently be your comfort zone.

A NED is there to look at the big picture, the macro economic environment, company policy, strategy and setting the tone from the top in terms of ethics and values.  Executive directors are there to manage the business, implement strategy and focus on the operational.

So, if you are asked to become a non-executive director, you must be comfortable that you are bringing some unique value in terms of skills and experience to the Board and can step up to the NED plate.  Maybe that is why you were asked. If you have skill deficiencies in specific areas, do something about it beforehand, enroll for a course and get the required knowledge.

Next step is to be sure that you believe in the mission and vision of the organisation.  If so great, if not bail out now.

Don’t forget to check out the values, governance and strategy of the company, talk to the Chair, current and former directors, the CEO and take a view. Make sure you respect the other directors and would feel comfortable working with them.

Lastly conduct due diligence on the company, its financials, its D & O, and if it is looking hunky dory, press the GREEN button, but if not, press the PAUSE button and think ……is this for you. If you have any doubt, say NO.

 At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

We offer the following services to help you in your governance journey:

Join us for topical and practical articles and insights from the world of governance.

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David W Duffy FCA is the Founder and CEO of the Governance Company and the author of “A Practical Guide to Corporate Governance” published by Chartered Accountants Ireland.

The Board’s Has A Critical Role In Shaping Culture

Culture eats strategy for breakfast – this phrase is an absolutely reality. Actually, culture eats strategy for all meals – breakfast, lunch and dinner. Culture is a critical enabler of strategy and can make or break an organisation, so culture can’t be simply ignored. Several scandals have hit the corporate sectors in the last few years and is a testimony to the fact that corporate culture has to be taken seriously and should be placed high on board agenda. 

Director’s responsibilities include giving the organisation a strategic direction, protecting its reputation, engagement with wider stakeholder community, ensuring compliance and fit for purpose governance to name a few. 

For the majority of Non-Executive directors, is hard for them to get a real sense of the organisation’s culture. Most of the directors are dependent on management for inputs into culture. In this blog we will highlight some diagnostic tools which will help directors to analyse and improve culture at an organisation level.

Culture is highly topical and the board’s oversight in this area is absolutely critical for corporate governance. Culture is the root cause of most corporates’ failures. Boards need to set the tone from the top to create a culture that’s is aligned with the purpose, values, behaviors and strategy of the organisation. 

Culture is seen as a nebulous concept by many, yet it is arguably the most important factor to drive board effectiveness and overall company’s success. Board will have to create or support a culture that is aligned to the strategy of the organisation with a tone that is set from the top.

The focus on culture in an organisation will largely depend on the quality of board and management team. Putting in place the processes to enable the board to understand and monitor culture is key to achieving this. A well-managed, fit-for-purpose organisational culture aligned to a clear vision and strategy, can make the difference between growth and stagnation in an increasingly connected and competitive marketplace.

Last year we worked with one our clients to contribute towards the developments of a guide – A FIVE-STEP APPROACH TO CONSIDERING ORGANISATIONAL CULTURE. This HOW TO guide highlights the steps which directors can use as a starting point to understand their board and organisation’s culture. 

The Five-Steps to analyse and improve organisational culture are:

  • Assess the Current Culture
  • Evaluate its Effectiveness
  • Define the Target Culture
  • Identify Gaps 
  • Close Gaps 

The organisation’s Mission, Vision and Values will be at the centre of the spectrum while considering the steps.

The guide provides five lenses through which directors can get a sense of the organisation’s culture internally. 

The five lenses are 

  • You (an individual in your organisation, most likely a board member or a management team representative, who will view and assess its culture through a personal lens)
  • Board
  • Management
  • Operations 
  • External Shareholders 

The focus by lens and the tools that can be used are as follows:

You 

  • Personality Types –  Myers–Briggs Type Indicator tests personality assessments through individual feedback from colleagues and friends
  • Question your Assumptions – Ask yourself tough questions. Anticipate and face challenges you will encounter during your assessment.

Board

  • Review of strategic planning process to ensure cultural alignment is core
  • Board evaluations and related reports 
  • Social media reports on the organisation and the board 
  • 360˚ individual board member evaluation feedback 
  • Board focus group on organisational culture 
  • Review of board policies and minutes 
  • Review board competency and skills matrix

Management 

  • Senior management team behavioural survey 
  • Listening to external stakeholders – customer, supplier, regulator, and investor feedback. 
  • Commission a culture audit of the organisation 
  • Review management performance appraisals 
  • Review exit interview reports 
  • Review the reward structure (does it reward behaviours and not just outcomes?) 
  • Assess the correlation between objective achievement and staff satisfaction
  • Review internal audit findings for instances of management override of internal controls or policies

Operations

  • Employee focus groups 
  • Employee trust or sentiment surveys 
  • Review exit interview reports 
  • Review dignity at work and speaking up reports (anonymised)
  • Review results of customer focus groups and other sources of customer feedback 
  • Review internal audit findings for instances of breakdown in operational internal controls or non-adherence to policies

External Stakeholders

  • Surveys of external stakeholders – customers, suppliers, regulators, investors and others 
  • Review media coverage about or including the organisation 
  • Review how the organisation is portrayed on social media 
  • Undertake external stakeholder focus groups or interviews 
  • Review customer complaints reports 
  • Carry out market research into the organisation’s profile and reputation
  • Review regulatory inspection reports

To learn more about the steps download the How To guide from Chartered Accountants Ireland Governance Resource Centre

One of the HBR articles has described Culture as –  Culture like the wind. It is invisible, yet its effect can be seen and felt. When it is blowing in your direction, it makes for smooth sailing. When it is blowing against you, everything is more difficult.

It is high time for directors and boards to understand their oversight duties in relation to culture and work in tandem with the management team to make the culture appropriate and aligned to the strategic objectives of the organisation. 

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

We offer the following services to help you in your governance journey:

Join us for topical and practical articles and insights from the world of governance.

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David W Duffy FCA is the Founder and CEO of the Governance Company and the author of “A Practical Guide to Corporate Governance” published by Chartered Accountants Ireland.

The Hallmarks of an Effective Board

It can take a number of years to build a fit for purpose board that has the leadership and dynamism to support the Executive Team.

The most important element in any governance structure is the Nominations Committee or Talent Acquisition Committee.  The main objective of this committee is to ensure that the Board has the horsepower to set the future direction for the business and to help it make the right decisions.  If this committee does not do its job, then the board and the organisation risks stagnating or just slowly dying for want of new ideas, constructive and independent challenge of each other and the Executive.  

The appointment of new board members should increase the share price if the company was listed.  New appointments should be strategic and not tactical. By this I mean they must bring a particular skills and experience to the party that will have a real and tangible impact at Board level.  This could include the world of digital, geo-political insight, capital raising, or a knowledge of a particular sector such as offshore life assurance. Ad hoc board appointments at short notice is not a good sign of good corporate governance.

So, assuming the board is populated with the right talent, what other measures can it take to improve its effectiveness. Here are a few examples.

  1. Conduct regular external board evaluations to get an external perspective on how effective the Board as a collective is doing. 
  2. Conduct 360 reviews of the directors.  This can have a very positive benefit in that each director provides a view to all the other directors on what their strengths are and specifically where they can improve.  
  3. The Board should assess annually the information that it is being provided with by the executive to make sure it can do its job.  Few organisations do this in our experience.
  4. The Board should have an annual workplan for the board and it’s committees.  This will help in setting the agendas for the year, but also it should also aim to ensure the board spends enough time on the future by delegating as much as possible to its committees.  A rule of thumb is that Boards should aim to spend on average 40% of their time on the future
  5. A Board should hold an Awayday at least once a year to reflect on its strategy in some depth and to focus on specific issues such as looming regulation or competition issues. It also should be used to get to know the executive better and to build trust in their capability.  The Awayday also provides an opportunity for the directors to get to know each other better.
  6. Invest in the capability of the Board through a well thought through professional development programme.  The Board Evaluation may well indicate what the directors might like, but they should be asked as well. Topics will depend by company, but the programme could focus on new regulation and compliance requirements, sustainability, diversity and inclusion etc.

At The Governance Company our ambition is to make corporate governance a topic that is engaging, stimulating and practical for those who need to know.

We offer the following services to help you in your governance journey:

Join us for topical and practical articles and insights from the world of governance.

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David W Duffy FCA is the Founder and CEO of the Governance Company and the author of “A Practical Guide to Corporate Governance” published by Chartered Accountants Ireland.