SSA Executive Search Int’l Ltd President, SSA Executive Search Int’l, Ltd. Chief Executive...

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


Boards first line of defense – recognized as a critical risk factor


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.


“None of us is as smart as all of us.”

Warren Bennis


FOUR BOARD TYPES:1. Destroy Value 2. Passive3. Good Fiduciary4. Add strategic value

My premise is simple

Better boards = Better companies.


Three Success Factors

I. Structure and Make-upII. Role of the DirectorIII. Leadership of the Board


I. Board Structure and Make Up

A.Recruit StrategicallyB. Independent DirectorC.Diversify


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


I. Board Structure and Make-up

B. Independent Directors – The Mistakes1. Too Many Insiders2. Too Many Paid Consultants3. Cronyism, Cloning and Interlocking

Directorships


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


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


Director ConcernsDirector Concerns: Power shift to board

Process

Transparency & accountability

Liability

Cost

Time

Regulation/Compliance


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.):


“The only bad idea is no idea.”

Susan Shultz


The dramatic untold stories are the companies that have

avoided crises and succeeded, because of the advice and counsel of strategic boards of directors.


Enhancing integrity and excellence in Governance – enabling companies to benchmark, demonstrate, and enhance best practices in the boardroom..


Better Boards = Better Companies

A Rare Opportunity


Susan F. ShultzPresident/Founder SSA Executive Search Int’l, Ltd.CEO, The Board Institute, Inc.480-998-1744 www.ssaexec.com www.theboardinstitute.com

[email protected]

[email protected]

For copies of The Board Book (AMACOM) www.ssaexec.com

SSA Executive Search Int’l Ltd President, SSA Executive Search Int’l, Ltd. Chief Executive...

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