jane bridge managing partner boardroom partners. introduction boardroom partners csa conference...
TRANSCRIPT
Jane Bridge
Managing PartnerBoardroom Partners
Introduction
• Boardroom Partners• CSA Conference audience• My observations are based on 15 years of
board reviews (un named) and 4 reports/articles (named)
What is succession planning and why is it difficult?
• Planning and agreeing who takes over (the seat)
• Great reforms in all sectors in governance practices
• Board and CEO succession – less developed• Not like other dimensions of governance• Has a strong emotional component, is
often political and can be irrational
Succession plans….
• Can be elegant, detailed and deliberate, but will fail if they are based on an underlying model that looks more ‘like a chessboard than a playground’ (Nadler 2010)
• Need to acknowledge complexity rather than focus on mechanistic approach
• Some systematic element necessary to guide an inherently messy and essentially human process
Importance of succession planning
• Probably THE single most important decision that a board will ever make – alongside strategy; risk and their own composition)
• Has 3 dimensions – Analytical; Political; and Emotional
Some differences we see
BOARD
Flexible timingPrivate decision makingLow key processInformal ‘matching’(Often) undertaken in house
CEO
Critical timingPublic eye on processHigh risk decision(Generally) involves external expertise
10 problems we see
1. No planning at all – or – the board starts too late
2. Some board members only involved and fail to take others with them (Options: concurrence; crisis; collaborative)
3. No focus on developing internal candidates4. Selection criteria not agreed
Problems continued
5. No rigour around performance assessment or poor relationship board:CEO
6. Resistance to use formal/external expertise7. Low board interaction with executives8. Board sets up a race or public competition 9. CEO exit poorly managed10.No contingency for emergencies
A few words from Walker
Characteristics of high functioning boards identified – capacity to deliver dependent on four factors: • Character and personality of the directors and
dynamics of their interactions• Balance between CEO/Chair; CEO/Board;
Executives/Non executives• Environment in which board meetings are held, and• Culture of the board and the company in general
Conclusions
• As Co Secs – enormous capacity to influence these factors.
• Provide link between board and management Act as the Chief of Staff to the Chair
• Have access to expertise, knowledge and wherewithal to make a difference
Good luck
References
• Beyond Best Practice: Revisiting the Board’s Role in CEO Succession. Mark Nadler, 2010 Oliver Wyman
• Boardroom Behaviours – Report by Sir David Walker for ICSA UK June 2009
• CEO Turnover in 2006 – Succession Planning – The Era of Internal Candidates. Booz Allen Hamilton
• Changing Leaders: The Board’s Role in CEO Succession (US Roundtable) Jay Lorsch and Rakesh Khurana
James Beck
Managing DirectorEffective Governance Pty Ltd
The Right CEO
Good listener
EmpathySense of humour
Flexibility
Generosity
Open-mindedness Intelligence
Humility
Inclusiveness
Integrity
If you don’t know where you are going, any CEO will get you there
Experience
Knowledge
13 CEO_Recruiting for Success_Oct12
Strategy Drives Succession• Before considering any particular candidate to succeed the
current CEO, the board should understand the strategic context in which the next CEO will have to operate, i.e.
– Key business drivers;
– Industry trends;
– Competitive landscape;
– Markets; and
– Goals (both financial and non-financial).• Then it is possible to define the competencies that the next CEO
will need
14
Recruiting for Success Framework
Find
Retain
Fit
Receive
CEO Assessment Framework
CEO’s performance
objectives
Performance Assessment
Workshop
Performance bonus
CEO’s management
abilities
eG CEO Expectations
Survey and WorkshopCEO’s competencies aligned to
salarybased on meeting or exceeding
leadership and management expectations
CEO’s leadership
impact
MLQ 360°Survey
CEO Development CEO ReviewR
em
un
era
tio
n o
utc
om
esTo
ols
an
d
pro
cesses
Focu
s o
f evalu
ati
on CEO’s competencies
CEO’s performance
Board skills
Board skills and competence
Can you justify that your board has the skills and
competence to deal with the issues before the company?
Board competencies
Behavioural
Governance
Technical
Industry
The essential governance knowledge and understanding all directors should possess or develop if they are to be effective board members. Includes some specific technical competencies as applied at board level
The attributes and competencies enabling individual board members to use their knowledge and skills to function well as team members and to interact with key stakeholders
Experience in and knowledge of the industry in which the organisation operates
Technical/professional skills and specialist knowledge to assist with ongoing aspects of the board’s role
Source: GC Kiel et al., 2012, Directors at work: a practical guide for boards, Sydney: Thomson Reuters.
None
(1)
No professional experience in accounting No understanding of basic accounting concepts including cash flows, assets, inventory, short and long term debt, balance sheets, income types, payroll or similar No practical accounting exposure at an organisational level No understanding of methodology and terminology used in accounting or financial analysis No understanding or experience in tax related matters Holds no formal or informal training or qualification in accounting and has not been exposed to the concepts
Basic
(2)
Director understands fundamental accounting standards Can identify the key elements of financial reports such as profit and loss, cash flow, assets and liabilities Demonstrated ability to dissect given sections of the company’s balance sheet, income statement and statement of cash flows Some understanding of accounting methodologies and calculating standards Exhibits an appreciation for the relationship between account keeping and tax liability May have worked in the finance section of an organisation May have had access to informal training in accounting
Operational
(3)
Demonstrated understanding and application of standard accounting principles and concepts including cash flows, assets, inventory, short and long term debt, balance sheets, income types, payroll or similar
Is able to identify the tax implications applicable to operations Has worked with the accounts of an organisation for a period of 5 years or more Can identify and provide analysis of the key elements of accounts statements and reports Demonstrated ability to dissect many elements of the company’s balance sheet, income statement and statement of cash flows May hold a Diploma or similar in accounting practice and may be a member of the National Institute of Accountants Has a working understanding of accounting methodologies and calculating standards
Extensive
(4)
Is a member of CPA Australia or the Institute of Chartered Accountants in Australia Holds at least a Bachelors Degree in Accounting or directly aligned discipline Has worked extensively in accounting across medium to large organisations for a period of 10 years or more Has experience with developing and reporting key accounts data in periodic reports Has lead a team with accounting responsibility for more than 7 years Has advanced knowledge of accounting processes and standards Proven ability to provide oversight and acknowledged high level advice on accounting processes Is able to identify the tax implications applicable to operations and ensure compliance across an organisation Has demonstrated an ability to think strategically about accounting across an organisation, enhancing performance as a result
Expert
(5)
Has been a career financial executive in large organisations (could include universities) Appreciates and has demonstrated an ability to apply superior knowledge of accounting principles strategically Has superior understanding of/capability in accounting Has lead a team with significant accounting responsibility for more than 10 years Is a Fellow of CPA Australia or the Institute of Chartered Accountants in Australia Holds a Masters Degree or higher in accounting or directly aligned discipline Has significantly contributed to research and associated literature in the accounting discipline Has worked for 15 or more years in accounting and has provided expert technical advice on complex accounting issues Appreciates and has demonstrated an ability to apply superior knowledge of accounting principles strategically Regularly provides advice on tax implications applicable to operations, ensures compliance across an organisation and locates areas of strategic opportunity for the
entity Sought after ability to provide oversight and acknowledged high level advice on accounting processes
Person Director A
Director B
Director C
Director D
Director E
Director F
Director G
Maximum Rating Required on the Board for this Competency
Number of Directors Required with Maximum Rating
Response
1.1 Technical Skills and Experience: Accounting
What a skills
assessment looks
like
Can also Assess PEERS
What a skills assessment looks like
0
1
2
3
4
5
Accounting
Finance
Industry
Legal
Strategic marketing
Strategy development
Risk management
HRM
Information technology
Contemporary corporate
governance
Current number of directors meeting maximum competence level
Number of directors required for future at maximum competence level
What a skills assessment looks like
Key
Individual meets or exceeds requirements
Requirement not met
Requirement met
Section Competency
Self-AssessmentCurrent
CompetencyFuture
Requirement
Met / Not MetDire
ctor A
Director
B
Director
C
Director
D
Director
E
Director
F
Maximum
Current Skill Level
Current Number at Future
Needs Skill Level
Rounded Mean:
Skill Level Required
Rounded Mean:
Directors Required
Technical Skills and Experienc
e
1.1 Accounting 3 2 3 3 2 2 3 0 4 2 Not Met
1.2 Finance 2 2 2 3 2 2 3 0 4 2 Not Met
1.3 Industry experience 1 4 3 3 4 2 4 4 5 2 Not Met
1.4 Law 5 1 2 2 2 2 5 1 4 1 Met
1.5 Strategic marketing 2 2 2 2 4 3 4 2 3 2 Met
1.6 Strategy development and implementation 2 3 2 2 4 3 4 1 4 2 Not Met
1.7 Risk management 2 3 2 2 3 2 3 2 3 2 Met
1.8 HRM 2 2 2 3 2 2 3 1 3 2 Not Met
1.9 Information technology 1 1 1 2 2 2 2 3 3 1 Not Met
1.10 Contemporary corporate governance 4 3 2 3 4 3 4 2 4 3 Not Met
In the annual report...
Section Competency
Self-Assessment
Director A
Director B
Director C
Director D
Director E
Director F
Technical Skills and
Experience
Accounting
Finance
Industry experience
Law
Strategic marketing
Strategy development and implementation
Risk management
HRM
Information technology
Contemporary corporate governance
Michael Slater
ChairmanNewcastle Permanent Building Society
The CEO Role of the Board
CEOSELECTION
CEOASSESSMENT
CEOSUCCESSION
CEOMENTORING
CEOREMUNERATION
CEODESELECTION
Practical Experience dealing with and
optimisation of CEO performance
• Applied Governance— Roles of CEO and Board— Documentation of Governance
• CEO and Board work in partnership• Mechanics:
— Corporate Governance charter— Strategic Plan— Operational Plan— Delegations Manual— Functional structure— Budgets— Policy formulation— Performance monitoring and performance management— Balance performance “scorecard” criteria
o Timeframe diversityo KRA’s and KPI’so Behavioural/Attitudional modeso Targets/weighting
Practical Experience dealing with and optimisation of CEO performance
• Board and Management work as a team
• Board and Management have to “buy in” and “commit”
• CEO’s operate with Board- is accountable to “Board”
• Variance of relationship between organisations and CEO’s in
performance
• CEO/Chair relationship
• Role clarity
• CEO’s role and responsibility for outcomes
• Bottom line is CEO/Board alignment of goals in Strategic Plan
Planning for the future – succession planning
• One of the criteria for CEO performance assessment and remuneration
• Integrated into targeted program for executive and management training
• Forms part of the executive and CEO performance evaluation score card
• Linked to the goals and objectives in the strategic and operating plans
• Establishes a “benchmark” standard for attributes of skills/expertise before
going to market
• Opens up career opportunities
NPBS Experience
• Endorses succession planning program
• An advance in corporate culture
• Critical time dimension
• Risk mitigation to key roles
• Executive CPD (Harvard)
• CEO succession planning should remain as a Board agenda item
on an ongoing basis
Board Skills & Competence
• Annual Director 360o Peer Group Review (inclusive of CEO input) - skills
- expertise- modes of behaviour
Facilitated by independent consultant
• Annual Chairman Review by Directors (inclusive of CEO input)Facilitated by independent consultant
• Annual Review of Chairman of Board Subcommittees by respective subcommittee Director members
Facilitated by independent consultant
• Monthly Boardroom Barometer – trend analysis of Board and Director performance by independent input of all Directors
Facilitated by independent consultant
• Bi Annual – skills/behaviour mode/expertise analysis and assessment- review current status contrasted to perceived needs requirements- gap analysis- Director succession planning
Facilitated by independent consultant
• Summary results presented in a Governance Activity Statement to Australian Prudential Regulatory Authority – (APS 510)
• Continuing CPD— ASIC Summer School— CSA Annual Conference— Various others
Board Skills & Competence cont