2012 American Coalition for Ethanol Conference Presented by: Ty Inglis, CPA & Jim Seurer, CEO Board...
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Transcript of 2012 American Coalition for Ethanol Conference Presented by: Ty Inglis, CPA & Jim Seurer, CEO Board...
2012 American Coalition for Ethanol Conference
Presented by:
Ty Inglis, CPA & Jim Seurer, CEO
Board Governance & Committee Structure
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Group Discussion
• How effective is your board?
• Are there areas of improvement?
• What topics do you want to address, today?
Source: Great Companies Deserve Great Boards, Beverly Behan
Eight Components That Impact Board Effectiveness
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Board Composition
• Skills – Experience – Background• Diversity of perspectives• Orientation
Source: Great Companies Deserve Great Boards, Beverly Behan
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Building Trust
GLE Trust Building Principles:• “The Whole Truth and Nothin’ But the Truth…”
• Admit mistakes early• Share information• Constant communication• Board vs. management roles• Board works thru CEO
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Developing Team Effectiveness
• Recognize importance of team-building• Board only events to build camaraderie• Strategic planning session includes informal time
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Board Information
• Danger of data overload• Quality of discussion is proportional to quality of information
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Board as Thought Partner
• Genesis for committee structure• Access knowledge base• Builds trust and engagement• High degree skill, success & experience • Board contribution = Strong team
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Board Agendas & Meetings
• Packed agendas• Little meaningful dialogue on key issues• Regulatory/compliance vs. strategy/succession
Source: Great Companies Deserve Great Boards, Beverly Behan
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Board Information & Meeting Preparation
• Board Packets• Financial & production related• Sent out 5-7 days prior to the meeting• Do not include confidential information
• Numbered, handed out for review, collected after discussion
• Meeting preparation varies
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Board Leadership
• How effective are the meetings run?• Drawing out different perspectives• Director performance
Source: Great Companies Deserve Great Boards, Beverly Behan
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Board Education
• Initial orientation• Speakers on board roles• Board responsibilities• Governance best practices
• Business partners• Industry news
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Board Committees
• Are they necessary?
• What is the interaction between the board and the committee?
Source: Great Companies Deserve Great Boards, Beverly Behan
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GLE Committees & Communication
• Risk management – bi-weekly• Finance – monthly• Tech & Ops - monthly• Governance – monthly• Executive – as needed• Salary & benefits – as needed
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Board Dynamics
• What is the climate of your board room? Is it inspiring or dynamic?
• Are board members candid or cautious?
Source: Great Companies Deserve Great Boards, Beverly Behan
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Board Management Relationship
• Is the relationship characterized by candor and mutual respect?
• Is management comfortable sharing bad news and tough issues?
• Is the board utilized as a thought partner?
• Does the board micro-manage?
Source: Great Companies Deserve Great Boards, Beverly Behan
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Board Member Expectations
• Contribute• Engagement• Straight forward insights• Set aside personal agendas• Challenge management & other board members
• “Agree to Disagree” (professionalism)
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Board Processes
• How does the board engage in oversight and decision making?• Corporate strategy• Risk• Succession planning• CEO evaluation
Source: Great Companies Deserve Great Boards, Beverly Behan
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GLE Strategic Planning
• Annual, 2-day session includes:• 1st Day = Board & CEO discusses human
capital• 2nd Day = Board, CEO & senior management
• Develop strategic priorities• Management develops action steps
• Strategic plan approved at future board meeting
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CEO Evaluation Process
• Focus: Strategic objectives & individual goals
• Company performance considerations• CEO self assessment• Individual board member evaluations• Establishment of new goals• Evaluation of past objectives
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Components of Effective Board
• Basic principles• Engagement • Upstanding character• Honesty, even if bad news• Egos & personal agendas in check• Integrity is critical• Listen!
Thank You
Ty Inglis, CPA Jim Seurer
Partner CEO
612.253.6547 605.882.8480