While we think of a board as a functioning entity, much of the success of the board relies on the individual behavior of its directors. During this program, we talk about some of the productive and problematic behavior that can show up in the boardroom, and the effect that it can have on board effectiveness. We look at what’s expected of directors from ownership and management, and share examples of the ways that a highly effective director can help to meet or exceed those expectations and make a meaningful contribution to the company’s success. To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-director-2020/

1. 1

2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

3. 3
Thank You To Our Sponsors

6. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
6

7. Meet the Faculty
MODERATOR:
Mark Trembacki - Risk Management Levers, Inc.
PANELISTS:
David Spitulnik - Spitulnik Advisors
Nicole Edmonds - Executive Leader
Chitra Nayak - Invitae
Elsie Fletcher - New Millennium Advisors
7

8. About This Webinar -
The Effective Director
While we think of a board as a functioning entity, much of the success of the board relies on
the individual behavior of its directors. During this program, we talk about some of the
productive and problematic behavior that can show up in the boardroom, and the effect that it
can have on board effectiveness. We look at what’s expected of directors from ownership and
management, and share examples of the ways that a highly effective director can help to
meet or exceed those expectations and make a meaningful contribution to the company’s
success.
8

9. About This Series - Board of Directors Boot Camp
More and more privately-held companies are exploring the benefits of effective corporate governance
and, consequently, are working towards formalizing board processes. This trend has been driven in part
by the ever-increasing pressure that companies face from foreign competitors and increasing government
regulation. The demographic wave of the huge number of businesses whose leadership is getting ready
to retire and which, therefore must engage in succession planning is another significant factor. Yet, many
private companies delay implementing a more formalistic governance regime or simply do not
understand they even need it. This webinar series discusses various aspects of good governance in
private companies. Applicable to owners, executives, directors and their respective trusted advisors, this
webinar series brings a variety of experiences and perspectives on the most common questions around
private company governance.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
9

10. Episodes in this Series
#1: Roles & Responsibilities: a Primer
Premiere date: 3/19/20
#2: The Effective Director
Premiere date: 4/16/20
#3: The Effective Board
Premiere date: 5/7/20
10

11. Episode #2
The Effective Director
11

12. What is the Role of a Director?
• Protect Shareholder’s Interests
• Fiduciary – financial, legal, and specific committees
• Help steer towards the mission and vision – ask thought-provoking questions
• Oversight:
 Values, ethics & culture
 Leadership performance and training
 Leadership team and succession planning process
 Challenge thoughts and probe into decision making process
 Ensure organization is sufficient for achieving strategies
 Acquisition and large organizational restructurings
12

13. Being an Effective Director
• Understand your role
• Understand the difference between working in a business and being on a board (your
opinion matters, but they don’t have to accept it)
• Look down the road and anticipate for them
• Know how to ask thought-provoking questions
• Be willing to say things that might not be popular if you feel it will help them see
something differently
• Engage!
13

14. Upholds Fiduciary Principles
• Responsibility to entity
• Commitment to corporate priorities and interests
• Board approval (not individual authority) for key policy decisions
14

15. Ensures Leadership Alignment
• Identification of critical areas for improvement
• Prioritization of opportunities
• Definition of key strategies, financial/performance metrics, and service levels
• Successful execution of strategies
• Development of talent
15

16. Establishes Accountability
• Mission/Vision/Values
• Short term objectives and results
• Long term planning for sustainability
• Forward-looking strategic thinking
• Succession planning
16

17. Manages Strategic Risk Factors
• Financial controls
• Technology exposure
• Potential products/services/other liability exposure
• Potential human resources liability exposure
• Production shutdown/disaster recovery/business continuity
17

18. Some of the Toughest Situations
• Anticipating and preparing for industry disruption
• Preparing for economic, regulatory and legal issues that totally change the playing field
• Addressing CEO performance and/or replacement
• Making sure that acquisitions or large expansions are done well
• Helping to craft the right mission without being overly influenced by our own past experience
• Helping executives to make sure they are properly staffed to address the larger issues facing
the business
• Dealing with differing stakeholder opinions
18

19. Nose In, Fingers Out
Many executives struggle to transition to board roles where they're charged with insight and
oversight, but not operations. “Nose in, fingers out” is a reminder that the board’s job is to
question, challenge and support, and allow management to run the business.
19

20. Establishing Effective Boundaries
• Boards can maintain “Nose in, fingers out” by clarifying their processes and boundaries.
• Have annual calendars for key topics.
• Develop board and committee charters that specify scope and duties.
• Define decision protocols for how decisions are made, including which decisions are
within management’s domain and which require board approval.
• Develop a strong governance culture.
• Adapted from: https://hbr.org/2006/11/how-well-run-boards-make-decisions
20

21. Conflicts of Interest
• Conflicts of interest may arise when directors stand to directly or indirectly benefit personally
from a board level decision or other relationship with the company. Conflicts of interest can be
managed by:
 Requiring disclosure of potential conflicts.
 Recusing a director from decisions that present a conflict.
 Creating a conflict of interest policy or addressing in the bylaws.
21

22. Board Committees
• Board committees are designated by the board to more deeply investigate and review
certain topics and make recommendations to the board or in some cases make decisions on
its behalf. The Committee's role is determined by its charter. Common areas of committee
oversight include:
 Governance/Nominating
 Finance
 Audit
 Compensation
 Strategic planning
• Directors often add significant value through committee contribution.
22

23. Ways Boards Can Support Business Performance
• Clarifying expectations for management
• Acting as mentors or sounding board for executive team
• Providing resources to address business issues (talent, consulting resources, etc.)
• Challenging assumptions
• Ensuring a strategic planning process is in place
• Requiring rigor in financial and management reporting
23

24. Dealing With Disruption
• The pace of technological change and dynamic markets today require directors to be
more engaged with the business landscape to stay current. Boards may also need to adapt
their processes to move more quickly in response to a changing environment. Boards should
consider:
 What external factors are likely to have the greatest effect on this business?
 What should we be monitoring?
 How can we stay informed on critical trends?
 How might our board process need to adapt to ensure we attend to these changes?
 What kind of information will we need to make informed decisions?
24

25. Conflict and the Board
• The boardroom is the place for spirited and respectful debate.
• The boardroom is not three place for relationship conflict, as hominem attacks, etc.
• Conflict should be about ideas, not about personalities.
25

26. Skills/Experiences a Director Can Bring to the Table
• Executive: leadership, strategy, relational
• Functional: general management, sales, operations
• Growth: organic, M&A, new markets
• Industry
• Customer perspective
• Governance
26

27. Traits of Effective Directors
• Strong communication
• Curiosity
• Humility
• Emotional intelligence
• Discipline
• Courage
• Enthusiasm
• Focus
27

28. Engaging in the Board
• Take advantage of onboarding resources
• Leverage relationships with management to learn more about operations
• Prepare questions and ideas for major discussions
• Make space for personal connection to build relationships and trust
• Drive committee activity
28

29. Professional Development
• Directors should remain ahead of trends in business, technology and markets as well as
growing in their governance skills. Ongoing education may include:
 Participation in governance education (NACD, Private Directors Association)
 Follow major business press
 Attend industry trade shows and events
 Network with professionals from other industries
 Executive education in leadership, communication, finance, and other leadership and
business skills
29

30. The Problem Director
• Directors undermine effective governance when they:
 Are unable to take in other perspectives
 Talk more than their share
 Focus on operational issues
 Don't keep commitments
 Berate management
 Aren't prepared
 Represent a particular point of view rather than the entire enterprise
 Resist inevitable change
30

31. Evaluation as a Tool for Personal Development
• Board structure
• Interpersonal relationships
• Achievement of goals
• Use of time
• Individual participation
• Relationship with management
• Board knowledge
• Board composition
• Attendance and engagement
31

32. About the Faculty
32

33. About The Faculty
Mark Trembacki – marktrembacki@gmail.com
As Managing Principal of Risk Management Levers, Mark Trembacki provides organizations
with practical value-added solutions in strategy development and execution, enterprise risk
management, acquisition integration and governance. Mark enjoyed a diverse career at BMO
Financial Group, holding a variety of executive risk management and business leadership
roles. He has also served as an instructor teaching Enterprise Risk Management in the
Masters of Finance program at the University of Illinois, Urbana-Champaign.
Mark graduated from the University of Illinois, earned an MBA in Finance from The University
of Chicago Booth School of Business, and is a CPA. He earned a Cyber Security
Management Graduate Certificate from the University of Virginia and is recognized as a
National Association of Corporate Directors (NACD) Governance Fellow. Mark serves as
Board Chair of the DuPage Children’s Museum and Treasurer of the Chicago History
Museum.
33

34. About The Faculty
David Spitulnik – dspitulnik@spitulnikadvisors.com
David Spitulnik is a successful executive with over 40 years of experience in both large technology
companies and in consulting to and leadership of mid-market, closely held and family owned businesses
across a variety of industries. In addition to serving as chair of the Private Directors Association’s Private
and Family Business Center Outreach Committee, David frequently writes and speaks on a number of
topics related to leading, building, maintaining and strengthening businesses and their governance
structures. Drawing from a broad range of experience in the United States and internationally, David is
called upon to coach and mentor business leaders, to work with companies to develop and implement
their long-range plans and to advise businesses on board creation, structure and effectiveness so that
the individual, the board and the company can maintain powerful forward momentum.
David also is active in the community, currently serving on the Executive Committee of the Board of the
Youth Job Center whose mission is “Success for Young People in Their Careers and in Life.” David
published a book on leadership, Becoming An Insightful Leader: Charting Your Course To Purposeful
Success. The book focuses on the journey from managing to leading to advising and reflects David’s
belief in communicating and questioning how individuals and teams will define and then accomplish their
goals and objectives. David graduated from Haverford College with a B.A. in Economics and received his
MBA from the Kellogg School at Northwestern University.
34

35. About The Faculty
Nicole Edmonds – nicole.a.edmondsesq@gmail.com
Nicole Edmonds is a dynamic and engaging executive leader most recently serving as
Assistant Vice President and Corporate Secretary at Washington Gas Light Company where
she headed up a team responsible for providing regular, expert advice to the Board of
Directors and senior management. An experienced and trusted advisor, Nicole knows how to
work seamlessly across business units and the legal department to manage all aspects of the
corporate secretary function, including securities law compliance, corporate governance and
affiliate entity management. Nicole has provided expert legal support for finance, treasury, HR
and other functions within an organization. She is an expert governance and securities law
technician with extensive experience in both the private and public sectors, including deep
knowledge of federal securities laws and regulations, including the Securities Act of 1933, the
Securities and Exchange Act of 1934 and exchange listing standards. She is experienced in
matters under the Delaware General Corporate Law (DGCL), the Virginia Stock Corporation
Act and the DC Business Corporation Act.
35

36. About The Faculty
Chitra Nayak – cnayak@gmail.com
Chitra Nayak has 25+ years of experience across companies spanning technology, financial
services, and management consulting. She is currently a board member at Invitae, a public
high-growth genetics testing company, and a board member at Intercom, a late-stage private
venture-funded SaaS company. She also advises startups on Go-To-Market. Most recently
she was COO running GTM at Comfy, a real-estate tech startup, and prior to this was COO at
Funding Circle, an online SMB lending marketplace. She was at Salesforce.com for eight
years as the company grew from $300M to $5B+, as COO Platform and SVP Sales
Development, and prior to that was in leadership roles at AAA, Charles Schwab and BCG.
Chitra has an MBA from Harvard Business School, an MS in Engineering from Cornell
University and a BS in Engineering from the Indian Institute of Technology.
36

37. About The Faculty
Elsie Fletcher – elsiefletcher26@gmail.com
Elsie is a C-suite global financial services leader with expertise in investment and wealth
management, corporate treasury and fintech. She is the CEO of New Millennium Advisors,
consulting to institutional investors. Elsie served as Director of Client Services at Tukman
Grossman Capital Management and previously as Chief Investment Officer of Bank of
America’s Corporate Retirement Plans. She currently serves on the Advisory Board of Access
Alts Asia and as Chair of the Education Advisory Board at CFA Institute. Elsie has
experience as a board member for profit and not-for-profit organizations and a private
company board serving in the role of Audit, Governance & Finance Committee Chair.
37

38. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
38

39. About Financial Poise
39
Financial Poise™ has one mission: to provide
reliable plain English business, financial, and legal
education to individual investors, entrepreneurs,
business owners and executives.
Visit us at www.financialpoise.com
Our free weekly newsletter, Financial Poise
Weekly, updates you on new articles published
on our website and Upcoming Webinars you
may be interested in.
To join our email list, please visit:
https://www.financialpoise.com/subscribe/