Post on 18-Jan-2018
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SSA Executive Search Int’l Ltd
President, SSA Executive Search Int’l, Ltd.
www.ssaexec.com Chief Executive Officer,
The Board Institute, Inc. www.theboardinstitute.com
Central Arizona Resource Exchange
May 4, 2005
““STRATEGIC BOARDS OF STRATEGIC BOARDS OF DIRECTORS – How to Avoid DIRECTORS – How to Avoid
the 10 Most Common Mistakesthe 10 Most Common Mistakes””
Presented by:
Susan F. Shultz
SSA Executive Search Int’l Ltd
Boards first line of defense – recognized as a critical risk factor
SSA Executive Search Int’l Ltd
We have a rare opportunity to make a difference – to transform boards from being
the problem into the solution.
We have the best governance system in the world.
SSA Executive Search Int’l Ltd
“None of us is as smart as all of us.”
Warren Bennis
SSA Executive Search Int’l Ltd
FOUR BOARD TYPES:1. Destroy Value 2. Passive3. Good Fiduciary4. Add strategic value
My premise is simple
Better boards = Better companies.
SSA Executive Search Int’l Ltd
Three Success Factors
I. Structure and Make-upII. Role of the DirectorIII. Leadership of the Board
SSA Executive Search Int’l Ltd
I. Board Structure and Make Up
A.Recruit StrategicallyB. Independent DirectorC.Diversify
SSA Executive Search Int’l Ltd
I. Board Structure and Make-upA. Recruit Strategically
1. Board Charter and Structure2. Needs Matrix3. Position Profile4. Recruit Proactively5. Reference6. Comprehensive Orientation7. Recruit in a Continuum
SSA Executive Search Int’l Ltd
I. Board Structure and Make-up
B. Independent Directors – The Mistakes1. Too Many Insiders2. Too Many Paid Consultants3. Cronyism, Cloning and Interlocking
Directorships
SSA Executive Search Int’l Ltd
II. The Role of the DirectorA. Be Proactive – Avoid Group Think
1. Identify and Support the Right Leadership
2. Provide Strategic Oversight3. Serve as a Multiplier4. Say what needs to be said
SSA Executive Search Int’l Ltd
III. LeadershipA. Drive the EthicsB. Inform and trust your directorsC. Empower the Board
1. Recruitment by the board2. Evaluations 3. Independent Resources
D. Agenda focused on strategic issuesE. Accountability
SSA Executive Search Int’l Ltd
Director ConcernsDirector Concerns: Power shift to board
Process
Transparency & accountability
Liability
Cost
Time
Regulation/Compliance
SSA Executive Search Int’l Ltd
Culture threat Restatements 404 Shareholder activism Risk Create shareholder value Is the information accurate? Are we spending our money well?
Director Concerns (cont.)Director Concerns (cont.):
SSA Executive Search Int’l Ltd
“The only bad idea is no idea.”
Susan Shultz
SSA Executive Search Int’l Ltd
The dramatic untold stories are the companies that have
avoided crises and succeeded, because of the advice and counsel of strategic boards of directors.
SSA Executive Search Int’l Ltd
Enhancing integrity and excellence in Governance – enabling companies to benchmark, demonstrate, and enhance best practices in the boardroom..
SSA Executive Search Int’l Ltd
Better Boards = Better Companies
A Rare Opportunity
SSA Executive Search Int’l Ltd
Susan F. ShultzPresident/Founder SSA Executive Search Int’l, Ltd.CEO, The Board Institute, Inc.480-998-1744 www.ssaexec.com www.theboardinstitute.com
sshultz@ssaexec.com
sshultz@theboardinstitute.com
For copies of The Board Book (AMACOM) www.ssaexec.com