So, You Want to Be a Corporate Director

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Corporate board service is the highest form of service to which you can dedicate your skills. I describe it as service and not a job because we are guardians of the retirement savings of the newly minted high school teacher, whose pension fund is invested in the company stock. We also represent the hedge fund manager who is hoping to make money because he/she thinks he/she knows more than management and the board about how the company will perform in the future. (Sometimes they are right).

However, the “Duty of Loyalty” requires that we represent them both. We accomplish this by acting under the “Duty of Care” and focusing on what is best for the “entity” itself, so it thrives with a higher stock price in 35 years, when that high school teacher is ready to retire. Along the way, the market has responded to the hedge fund manager indicating whether he/she was wrong or right, and they have moved on to the next company he/she does not think is properly “valued” in the marketplace.

Board service is not just the ultimate form of service. It is also the top form of business competition.   Can you and your colleagues on the board provide management oversight, so they win the game against their competitors year after year? Cheering when you see the company name posted on the leaderboard (one of the top spots in the stock indexes) for their industry? You have to enjoy and relish the competition. When you interview for your first board seat, ask yourself:  is this a company I think I can help “win,” and do my skills make the coaching staff stronger?

If you don’t like the game, you may enjoy the pay, but you may not like the hours. Receiving a 150-page 10K to read on a Thursday, with comments due back over the weekend, takes the dedication of time and balancing your day job and your family obligations. Traditional corporate boards may only send you 400 pages of board materials, but financial service company boards will send you 1000 to 2000 pages to read in a week. (Boards like to give us the latest info. They vary in how well they help identify the genuinely critical facts in those 2000 pages they send you.)

Also, doing the reading and attending the board and committee meetings is not the only demand on your time.  Netflix invites some board members to listen to management meetings. Home Depot in the past has required their board members to visit ten stores unannounced every year. There are trade shows to tour, a company conference to attend, and a new alphabet to learn so you can provide oversight of company culture. Oh, and lest I forget, there is the company crisis or their pursuit of a significant transaction. Depending on the type of challenge, meetings on Fridays at noon for several weeks can be required. You can inquire about some of these additional time requirements during the interview. You are just expected to know about other time requirements that are traditional aspects of board service.

Once you are on your first board, come join me on the audit committee. I love audit committees. I have chaired five. Audit committees are the fastest way to learn the company even if you are not a “financial expert.” Welcome the opportunity to serve on this committee.

The balance sheet gives you a cumulative record of what the company has accomplished since it was established. It shows you the cumulative return the company has earned for the stockholder. The income statement tells me two things: how well you can run the company, and how good you are at winning the complex game of business under these market conditions. The cash flow statements represent the ball in a sports game: if you do not produce it or have access to it, you do not get to play.

Audit committees also give you a window into the “bones” of the company. Through oversight of internal control and Sarbanes Oxley you have a window into the process and procedures of the company. Enterprise Risk Management systems show you where the visible and hidden challenges are on the playing field, Whistleblower procedures can be an early warning system if the company is not playing by the rules. But a great audit committee is also providing oversight over the long-term financial health of the enterprise – capital market transactions, financing for the new plant, etc.

Today the compensation and governance committees do as much work as the audit committee. Institutional investors have become more decerning on pay for performance. The SEC requires oversight of both compensation and company culture. Governance committees have seen their agendas become full as they increase their review of shareholder communications, the selection and evaluation of board directors and committees, and the company leadership in ESG. Larry Fink, Jamie Dimon, and the Business Roundtable are all charging the governance committee with oversight over “stakeholder” governance.

As a member of Cohort 5, you are embarking on a continuation of your lifelong learning. Good corporate governance is a skill. The CBI program’s goal is to introduce you to this knowledge base so just like a career, you can manage your efforts to obtain your first board position.

I look forward to seeing you obtain your first board seat and enjoy the game of helping a company move from good to great.

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