DS&H Governance Report
Transcript of DS&H Governance Report
DS&H Governance Study ReportMissing practices in the journey to higher governance standards
10.2010
André Du Sault, André Haddad
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Governance study findings (3)
l d d d f f l l f h l h1. Initial standards define performance levels for the long term as theboard’s performance plateaus & settles rapidly
2. Board members are unable or unwilling to deal with core issues & f i h i d i ll i ias often is the case, a strategic agenda is usually missing
3. High Flying boards’ contribution to the business is significant. They have realized that a board’s performance can be improved with the
li f 3 f d d f i l i l &realignment of 3 performance standards: functional, operational & strategic
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1. Initial board standards define performance levels for the long term as performance plateaus & settles rapidly
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High
High Flyer
long term as performance plateaus & settles rapidly
Cat & Mouse
PerformanceStandards Rubberstamp
BOARD
BOARD
BOARD
Low
Time & ExperienceYear 1
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2. Board members are unable or unwilling to deal with core issues & as often is the case a strategic agenda is usually missing
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& as often is the case, a strategic agenda is usually missing
Many boards end up in the “Cat & Mouse” category, where performance is highly uneven, not capable of dealing with the competitiong y , p g p
Faulty Processes Disruptive Behaviorsleading to...
DisengagementBattling for controlL k f i
Wrong agenda Several agendas in play COMMON
Lack of preparationGroup thinkMicromanagement
Unclear rolesLack of independenceMissing strategy
BOARDPRACTICES
Conflict of interestsEmotions overtaking rational
Integrity at oddsWeak conflict resolution
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3. High Flying boards’ contribution to the business is significantThey have realized that their performance can be improved with the li f 3 f d d f i l i l & irealignment of 3 performance standards: functional, operational & strategic
Functional How does the board work?Immediate impact on board performance
Operational What does the board work on?Short term impact on company performance
Strategic How does the board define the future?Medium term impact on shareholder value
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3 outstanding issues in governance3 outstanding issues in governance
1. Nurturing boards at the outset
2. Addressing dysfunctional boards
3. Putting strategy back on a board’s agenda
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1. Nurturing boards at the outset increases overall performance & relevancy. The following are a few signposts to examine before setting up a board:
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g g p g p
Expectations What should the board do for you, the CEOThe foundations Expectations What should the board do for you, the CEO
Composition Choosing the right mix of hard and soft attributes
Roles & rules Deciding how the board will operate
Vision Designing the company’s future
Values Anchoring the guiding values, behaviours, culture
The template
Strategy Where and how you are going to compete
Agenda What should the board work on?In action Agenda What should the board work on?
Performance CEO: How much transparency in results & issues?
Guidance Chairman: Engagement & value from board members
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2. Addressing dysfunctional boards : 3 performance standards in playDS&H
Functioning Operational Strategicg p g
• Directors gel together as group
• Mutual trust & respect
• Information focused‐timely, regular,digestible
• Board ‐ CEO jointly set 12‐month agenda
• Focus on value added
High Flyerp
• Lively debates.• Frequent consensus
g• Management anticipates board needs
• Directors learn the business
issues• Strategy & vision shared by all members
C t & M
• Free to speak up butdialogue fragmented
• Tangents drain energyU d ti
• Transparency but Info.not well packaged
• Long presentationsPl t f d h
• Generally reactive to strategic issues
• Little anticipation of f t iCat & Mouse • Unproductive
behaviours• Few consensus
• Plenty of ad‐hocdemands
• Agenda focused on past results
future issues• Budget often stretched into strategy exercise
Rubberstamp
• CEO dominant• Directors passive• Little productive dialogue
• Management tightly controls info. flow
• Focus on compliance &on summary of financials
• Rubberstamps
• Missing strategy & vision
• No time to openly discuss strategic issues
• Focus on operational urgencies & budget
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• Rubberstamps CEO’s decisions
urgencies & budget
2. Dysfunctional boards: quick performance diagnostic
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CURRENT BOARD
PRACTICES
MEETING WHICH PERFORMANCE STANDARDS?
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High
High Flyer BOARD
30
PRACTICES
Du Sault & Haddad Innovation Consultants Inc
Board A t©
20
Ascent©Diagnostic© Cat & Mouse BOARD
10
BOARD
0
Rubberstamp
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3. Putting strategy back on the board’s agenda:
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NOT IMPORTANTIMPORTANT
That strategy is mostly consideredURGENT important but not urgent, is no
mere coincidence.
Understanding the forces at play
NOTURGENT
STRATEGY
Understanding the forces at playis the first step to overcome resistance.
SOURCES OF TRIGGERThe CEO sees salvation in strategyPersistent bad financial results>
SOURCES OF RESISTANCE:The CEO sees a golden cageCEO misunderstood: Missing pathway
f
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New competitor with game changer, etc.The board performance is lacking, etc.
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3. Putting the strategy back on the board’s agenda
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Crafting a good strategy with the board in 3 STEPS
1. Assessing board readiness
2. Launching astrategic process
3. Presenting to the board
1. Context
2 Prime questions
readiness
1. The end result
2 St & ti t bl
strategic process
1. External environment
2 Positioning
board
2. Prime questions
3. Board performance
4. Strategy
5. Board members
2. Steps & timetable
3. Immersion & insights
4. Coaching
5. First draft
2. Positioning
3. Strategic choices
4. Time for discussions
5. Consensus (CSS)5. First draft
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DS&H Board Ascent©
DS&H Tool
DS&H Board Ascent
BACKGROUNDDysfunctional boards draw resources from businesses and can sometimes put in doubt the continuity of the enterprise Fixingsometimes put in doubt the continuity of the enterprise. Fixing the board becomes a necessity, not a luxury.
OBJECTIVES
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To quickly identify structural weaknesses and recommand a course of actions to turn around board performance.
BOARD ASCENT PROCESS in 4 Steps (3‐5 days)
Board Ascent©Diagnostic©
BOARD ASCENT PROCESS in 4 Steps (3 5 days)
1. Observation of the board in action 2. Diagnostic of board performance on 3 standards
(including individual and small group meetings)
3 Preparation of report3. Preparation of report 4. Presentation of observations & recommandations .
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GOVERNANCE AS A JOURNEY TO HIGH PERFORMANCE AND PROSPERITY
Conferences
if i f ddi
GOVERNANCE AS A JOURNEY TO HIGH PERFORMANCE AND PROSPERITY...
SCOPE OF AGENDA
1. FOR THE CEO: How to trust governanceThe advising committeeThe first board
2. BOARDS: Lifting performance
Board Ascent: DiagnosticThe case of tech start‐ups
3. INSTITUTIONS: Addingstrategy to the agendaStrategic planning Board’s role & duties
5 critical signpostsThe art of compositionRoles & r les
p
Top 5 elements in added‐valueAgenda settingRoles r les & ommittees
5 strategy contributions:Strategy process & toolsE onomi readinRoles & rules
Crafting the agendaFacing regulationsThe chairman’s tool box
Roles, rules & committeesBuilding & supporting themanagement teamCompensation philosophy
Economic readingExpertise in deep changesGrowth in the 21st centuryOrganisations in transition
High value situations
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Du Sault & Haddad Innovation Consultants Inc.
DS&H Publications
Lifting strategy into the boardroom Putting strategy back on the board’s agenda
André Du Sault, April 2010
Copyright 2010 Du Sault & Haddad
Governance and business integrityGovernance and business integrity A review of the concept through organizational leaders
André Haddad, April 2010
Copyright 2010 Du Sault & Haddad
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Seminars & Workshops
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Du Sault & Haddad Management ConsultantsTransformations, Improvements & Discoveries
www.dusaulthaddad.comAndré Du Sault 514 777‐1538
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