Dear reader,

Welcome to the November issue of The Director's Dilemma newsletter. Every month this newsletter looks at a real-life board scenario and considers a range of responses.

This month we consider how to tactfully mention that an established and accepted standard of governance is not good enough (in your humble opinion).

To read this email in a web browser, go to www.mclellan.com.au/newsletter.html and click on 'read the latest issue'.

I hope you will enjoy the latest dilemma:


The Dilemma

Theodore has just been appointed to a small listed financial services board. He previously served as an unpaid director on his company's superannuation fund and on the board of a government grant-giving entity. This is his first listed board, and he is really excited to make a success of it and finally get going with a career - rather than hobby - as a director.

The induction was disappointing, being more a dump of information to read than a thoughtful process. Theodore did notice that the board papers supplied in the induction pack were very long.

Now Theodore has received the papers for his first board meeting. They are 795 pages long and he has only four days to read them. On a quick skim through, it appears that they are poorly written, have no standard template or cover sheet, and don't explain the reasons for negative variances. There are also a couple of agenda items that should have papers but for which there is no paper in the pack. Theodore called the company secretary and was told those papers would be added to the portal 'soon'.

Theodore was impressed by the chair's track record in the industry and by the quality of his future board colleagues during the recruitment process. He doesn't want to offend them by complaining. None of the other board members expressed dissatisfaction with the board papers during his recruitment. How can he now tactfully convey his concern that these papers are not good enough and could land the board in serious trouble by making it easy for them to overlook something important?


Corinne’s Answer

Corinne Klajda

Theodore should request an offline discussion with the board Chair and board secretary so Theodore can understand why the document pack has been prepared in such a manner and understand any nuances or complexities he may not have been made aware of during the initial recruitment discussions. These could have an impact on why the board papers are now presented in the manner they are.

The entire process should be approached in an open, non-confrontational nor judgemental manner.  Theodore should first frame his intentions around being the "new person on the board/team" and his objective as having accepted the role and within his personal mission ahead - contribute for positive impact. I believe that framing the discussion within this context will set the tone and also foster a higher trust level enabling others to understand where Theodore is coming from (and not take offense).

From there Theodore should share the areas that he believes could benefit the whole board team if improved. In discussion with the Board Chair, to ensure he has support, Theodore should propose a framework on how they may better proceed ahead. This framework should be simple, in bullet points and include an example on how the board document pack could be better presented to allow for better meeting preparation. Theodore would propose time with the Executive Assistant or Board Secretary so they understand what needs to be done to present data in a more readable manner.

Corinne Klajda heads Accord Group Polska, a founding member of the AltoPartners Executive Search & Leadership Consulting global alliance. A founder and a non-executive chairwoman of Nuvadis Interim, Corinne also consults on multiple business transition & interim management assignments. Being a certified mentor coach, she has become a trusted advisor beyond the search focus: she maintains her coaching practice exclusively for CEOs, and regularly facilitates board discussions delivering leadership consulting services. Corinne is an active YPO member and a guest lecturer at the Warsaw School of Economics or at the Executive Program for Women at the Kozminski University that she particularly enjoys as she is a firm believer in female empowerment. She is based in Warsaw, Poland.


Julie's Answer

Julie Garland McLellan

It is important to speak with one voice when giving directions from the directors to the executives about writing for the board.

Theodore should raise the issue with the chair as something that the board could usefully discuss during its in-camera or 'quiet time' session. It is important to discover how the other directors feel about the length, structure, and timeliness of their papers. Then the board needs to agree on how the papers should be changed and what form of guidance they wish to give management.

This conversation can also be used to discuss the experience of the other directors with their induction; Theodore may find that there is little history of induction, and the board and/or CEO has pulled together what they thought was a reasonable pack of reading rather than thought through a specific process designed to help each specific new director to become fully effective as soon as possible. Many experienced directors would contend that induction continues for several months after appointment and should include site visits as well as meetings and the inevitable reading of documents.

Once the board has reached a unified view of how and when they want their papers, it will likely fall to the chair to inform the CEO of this. Design of a suitable standard template might help but should be delegated to management with the supply of a few samples from elsewhere to help them start thinking about what will be best for their company.

Training management in writing better board papers would likely also help.

Julie Garland McLellan is one of Australia’s most internationally acclaimed company directors and board advisors. She is renowned for her practical experience as well as deep governance expertise and qualifications. She is based in Sydney, Australia.


Trent’s Answer

Trent Bartlett

Theodore should tactfully convey his concerns about the board papers by framing his feedback as an opportunity for improvement and aligning it with the best interests of the board and the company.

He can begin by acknowledging the chair and his fellow board members' experience and expertise. He can then express his enthusiasm for contributing to the board's success and highlight his observation of the lengthy and potentially problematic board papers.

Citing his prior board experiences, Theodore can suggest that implementing a standardised template and cover sheet would improve clarity and reading speed.

He could also suggest a board paper policy and procedure guide that outlines specific content requirements and distribution timelines. He can emphasise the potential for overlooking critical information due to the current format, leading to uninformed decision-making and possible legal ramifications for the board.

To further support his point, he can reference industry best practices, highlighting the recommendation of limiting board packs to under 200 pages with individual reports not exceeding 10 pages. [Such as NACD's article - Board packs: Elephant in the Boardroom]

Theodore should also mention the missing papers for certain agenda items and recommend a process for ensuring timely submission of complete board packs.

By presenting his concerns constructively and offering practical solutions, Theodore can demonstrate his commitment to the board's effectiveness without causing offense.

Trent Bartlett is a Professional Board Chair, Committee Chair and Independent Director. He is ESG & Sustainability Certified (GCB-D) and qualified as a Certified Director through INSEAD (IDP-C). Trent is also an AICD Faculty Member. He is based in Perth, WA, Australia.


Chat GPT’s answer

ChatGPT

Theodore, congratulations on your appointment! It's understandable that you're eager to make a positive impression, but it's also important to advocate for improvements in processes when you identify weaknesses, especially given the potential risks in the financial services sector.

Given your background in governance, you can approach this delicately while emphasizing the board's collective responsibility. First, acknowledge that you value the team and the leadership, highlighting the chair's expertise and your respect for the board's members. Then, frame your concerns in terms of ensuring the board's effectiveness and long-term success rather than focusing solely on the shortcomings of the current papers.

You could express your concerns in a private conversation with the chair or at the next meeting, suggesting a review of the board's processes. For example, you could say:

"I've noticed that the board papers for this meeting are quite detailed, but some aspects are difficult to follow, and there are missing papers. I believe this may affect the efficiency and quality of our decision-making. To ensure we are fully informed and minimize the risk of overlooking important details, could we consider revisiting how the board papers are structured, with a focus on clarity, consistency, and completeness?"

Chat GPT is an artificial intelligence (or a pattern recognition, data analysis, and prediction engine). It resides in Cyberspace.


Book review - Dilemmas, Dilemmas II: More Practical Case Studies for Company Directors by Julie Garland McLellan

Dilemmas, Dilemmas II: More Practical Case Studies for Company Directors

The book every director should have in their Christmas stocking or under their tree!

This book allows directors to practise and develop their judgement. Contributions from international governance experts, including directors, advisers, consultants, and academics provide insights that extend and enhance the ability of the reader to respond to situations that arise in boardrooms.

Directorship is about judgement and this book provides a range of responses from which readers can rapidly assess and enhance their own responses to more effectively meet the challenges of their own board roles. These case studies are drawn from real life. They are up-to-date, entertaining and educational. They will make you a better director!

This book is an authoritative and comprehensive source of inspiration for experienced and aspiring directors.

Buy This Book at Amazon


Board reviews – Every board – just like every other team – needs to measure its performance if it hopes to improve. When your board next needs to conduct a performance evaluation or a governance review, please remember that I would be delighted to help. You can contact me at julie@mclellan.com.au.


Inspirational quote for December

Inspirational Quote

It is the season of goodwill. Let's all work together.


If you would like to collaborate with me on your board's review or some director development - give me a call.


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Farewell until the next issue due 1 February 2025. I look forward to greeting you again then.

Enjoy governing your companies, it is a privilege!

Best regards,
Julie

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Disclaimer - The opinions expressed above are general in nature and are designed to help you to develop your judgement as a director. They are not a definitive legal ruling and do not constitute legal advice. Names and some circumstances in the case study have been changed to ensure anonymity. Contributors to this newsletter comment in the context of their own jurisdiction; readers should check their local laws and regulations as they may be very different.
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