This Corporate Governance Orientation Presentation PPT is for Board Chairs and Directors on governance Boards of Directors. Governance is most effective when Directors share a common understanding of the Board's role.
5. • LEGAL
• FINANCIAL
• MARKET
• OPERATIONS
1. RISK
• MITIGATE RISKS TO THE
ORGANIZATION
• CAPITALIZE ON
OPPORTUNITIES TO
FULFILL THE MISSION
2. STRATEGY
• RESULTS
• BOARD RELATIONS
3. CEO PERFORMANCE
ROLE OF THE BOARD OF DIRECTORS
6. • LEGAL
• FINANCIAL
• MARKET
• OPERATIONS
1. RISK
ROLE OF THE BOARD OF DIRECTORS
ALL GOVERNANCE FAILURES
OCCUR BECAUSE BOARDS
FAIL TO IDENTIFY AND
MITIGATE KEY RISKS
1. LEGAL - #METOO
2. FINANCIAL –
ACCOUNTING FRAUD
3. MARKET – TECHNOLOGY
INNOVATION
4. OPERATIONS – DATA
SECURITY BREACH
COMMON RISK EXAMPLES
7. • MITIGATE RISKS TO THE
ORGANIZATION
• CAPITALIZE ON
OPPORTUNITIES TO
FULFILL THE MISSION
2. STRATEGY
ROLE OF THE BOARD OF DIRECTORS
ELEMENTS OF A STRATEGIC PLAN
- MISSION* - WHO THE
ORGANIZATION SERVES AND HOW
- STRATEGIC GOALS* – WHAT THE
ORGANIZATION WANTS TO
AHCHIEVE OVER NEXT 3 YEARS
- STRATEGIC PRIORITIES* – FOR
ACHIEVING THE STRATEGIC GOALS
- OPERATING PLANS – ANNUAL
BUDGETS AND ACTIVITIES
* When surveyed, majority of Directors
cannot identify these for the
organizations they govern
8. • RESULTS
• BOARD
RELATIONS
3. CEO PERFORMANCE
ROLE OF THE BOARD OF DIRECTORS
ELEMENTS OF CEO PERFORMANCE
MANAGEMENT
- STRATEGIC PLAN – CEO EXECUTES THE
STRATEGIC PLAN ON BEHALF OF THE BOARD
- ANNUAL PERFORMANCE EVALUATION –
VERSUS ANNUAL OPERATING GOALS,
BUDGETS
- MENTORING, COACHING – CEO LEADERSHIP
SKILL DEVELOPMENT
- COMPENSATION AND REWARDS PROGRAM –
REFLECTING CEO’S PERFORMANCE VS
GOALS AND OBJECTIVES
When surveyed, majority of CEO’S feel that
CEO performance management is poorly
handled by the Boards they report to.
13. Women 64%
Active CEO / COO 63%
Retired CEO / COO 58%
Minority 55%
Financial Expertise 55%
Global Perspective 55%
Technology Expertise 44%
FOR NEW DIRECTOR BACKGROUNDS
Specific Industry Expertise 37%
Digital / Social Media Expertise 21%
Regulatory / Government Experience 19%
Marketing Expertise 19%
Cybersecurity Expertise 19%
Other 8%
2016 SPENCER STUART BOARD INDEX
2016 BOARD COMPOSITION WISH LIST
15. WHAT INFORMATION DO
DIRECTORS REQUIRE?
1.WHAT RISK INFORMATION?
• Legal, financial, market, operations
2.WHAT INFORMATION ON STRATEGY?
• Plans for mitigating risk
• Plans for capitalizing on opportunities
3.WHAT CEO PERFORMANCE INFORMATION?
• Targets, results, achievements
17. BOARD LEADERSHIP SKILLS
AND EXPERTISE
1. Governance and Role of the Board
2. Governance Process, Including
Meetings and Decision Making
3. Leadership, Direction, Motivation
4. Knows the Business
18. BOARD PROCESSES4
How well do Board processes facilitate
knowledge gathering, decision making,
planning and execution of Board decisions?
19. KEY BOARD PROCESSES
1.Distribution of information
2.Board meetings and decision making
3.Board, CEO and other Assessments
4.Interaction with management
24. What if there wasn’t a
WFFSA Board? What would
be different?
What are the key decisions
made by the WFFSA Board?
What is the impact of those
decisions?
In hindsight, what decisions
would you make differently?
How would it change the
impact of the WFFSA Board?
MEASURING
BOARD
IMPACT