The Criticality of Effective Board Governance (Event Recap)

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A Summation by Heather Terrence, CAE

On May 11, 2017, CMC-Ontario (GTA Chapter), in partnership with CPA-Ontario, was pleased to host The Leadership Thought Forum (LTF) and breakfast at the CPA Professional Development Institute. Husam Sha’ath, CMC, GTA Chapter Chair welcomed over 60 attendees, and Marylka Empey, CMC, Founder and Chair of the LTF, introduced the keynote speaker, leading governance expert, Dr. Richard Leblanc. 

Dr. LeBlanc spoke about “The Criticality of Effective Board Governance” and reviewed current trends and issues outlined in his new book, “The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members.” 

He conveyed that significant changes have occurred in governance over the past few years. The two main drivers for change are regulations and what Dr. Leblanc refers to as “activist” directors who play “Devil’s Advocate” by speaking up and challenging the status quo. 

In candid fashion, Dr. Leblanc reviewed his main themes of advice for boards across all sectors: 

1. Pay attention to the tone at all levels of your organization, including the lower ones. Don’t be afraid to hold in-camera sessions to discuss bad news that has risen to the top. If there are concerns, investigate and take action as necessary. 

2. Boards need to focus on strategy and ensuring the business model is the right one for the organization. 

3. Ensure that you have the right composition on your board. Pay particular attention to gender, ethnicity, age, those with disabilities, geography, and the LGBTQ community. The maximum cumulative service for a director should be no more than 10 years. 

4. Vet your directors. Get signed letters of resignation up front and do ongoing background checks. This due diligence helps to prevent or alleviate conflict when change to Board composition is made. 

5. Board dynamics are important. The two biggest regrets directors have are not firing the CEO soon enough and not speaking up. 

6. Continuously focus on CEO succession. The average board only spends 2 hours per year on succession planning. The primary purpose of any board is to hire, fire, and replace the CEO. 

7. Don’t just focus only on financial risks; 75% of an organization’s risks are non-financial. 

8. Directors need to understand and have Board approved cyber-security and social media internal controls and policies, including a crisis response plan. These days, board composition should include a director who is a professional or expert in IT and digital transformation. 

9. There needs to be better shareholder accountability; 50% of Boards are underperforming with little or no consequence. 

10. Compensation model for executives should make sense and have its own governance structure, linking corporate strategy and the business model to KPIs. This is an area that is broken in many organizations. 

Leblanc then shifted gears and offered the following business advice specifically to the management consultants  and accountants in attendance: 

  • If you are advising, have only one client to report to such as Chair, CEO or VP Finance, and make that clear to all parties and in all contracts. 
  • Work on advance retainers to preserve your independence. Obtain 50% of your fee up front and the remaining 50% upon completion of work. 
  • Choose your client or first board wisely and do thorough research. Don’t be afraid to talk to former or current clients or directors. Pass on the project if you feel you should -- some of the best decisions are “no”. 
  • Don’t undervalue your work. Price projects based on your quality and service. 
  • Get educated and stay educated on board governance. 

The event concluded with a stimulating and lengthy Q&A, followed by a visual review of a Graphic Recording of the presentation drawn in real time by Charlotte Young, PhD. In addition, Dr. Leblanc remained available to sign complimentary copies of his book presented to all attendees. 

Dr. Leblanc’s presentation was well received by the engaged audience. Marylka Empey, CMC, Founder and Chair of the Leadership Thought Forum, remarked “Dr. Leblanc is a highly knowledgeable and dynamic speaker. Dr. Leblanc helps those of us giving counsel to organizations know what is good governance. His book will no doubt provide directors with new tools and will help to strengthen Boards across Canada and internationally.” 

About Dr. Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD

Dr. Leblanc is one of Canada’s leading experts on corporate governance and accountability. He is an award-winning professor, researcher, lawyer, public speaker, consultant and specialist on boards of directors. He has worked with over 200 organizations and over 1,000 directors and managers and is the founder and principal of Boardexpert.com, an advisory firm providing customized governance transformation. Dr. Leblanc is also an Associate Professor of Law, Governance and Ethics at York University.

About Dr. Charlotte Young

Charlotte works with teams, groups, organizations and collectives of organizations to create strong, effective functioning and operations, and supports those organizations in working together in tackling complex societal problems. She holds a Ph.D. in applied psychology for University of Michigan, is a certified mediator, facilitator for True Colours Personality Strengths, and a graphic recorder.  

About Heather Terrence, CAE

Heather Terrence is a Certified Association Executive (CAE), a senior operations leader and governance specialist with over 20 years of experience with non-profit organizations. She has worked with numerous Boards and Committees to develop and implement frameworks and policies in all pillars of an association. Heather has recently served as Corporate Secretary to the CMC-Ontario Council. 

About The Leadership Thought Forum Events

CMC-Ontario (GTA Chapter) held its first Thought Leadership Forum in 2012. The purpose of these events is to provide a mechanism to foster thought leadership and discussion regarding the range of strategic issues affecting organizations. Keynote speakers are leaders in business, consulting, academia or government, who bring a global perspective to the issues at hand. 

Details regarding upcoming Leadership Thought Forum events are broadcast respectively on the CMC-Canada and CPA Ontario websites to members.