This position varies from company to company however certain things should be maintained in order to have a system to run good board meetings.
Independence:Is the chair really independent? Watch for the CEO trying to capture the chair through perks, office support, vacations, jobs for family members, donations to charities, social relations—anything below the radar. In the words of one director during an assessment, “the chair is owned by the CEO.” He was right. Chairs are very candid with me on how influence happens.
Chair criteria: Integrity, commitment, financial literacy, compatibility with the CEO, the ability to hold people accountable, to chair meetings, to build consensus and maintain healthy dynamics—all attributes and skills of successful chairs.
Chair performance: I have observed firsthand, and have seen data confirming my observations, many chairs or even lead directors that are ineffective and beholden to either management or a significant shareholder. Be skeptical.
Chair selection: The chair should be selected from and by independent directors. Each director should offer confidential views and a formal vote should be taken. A committee should have chair succession planning in its mandate. All directors who participate in chair recommendation to the board should be uninterested in the role. The CEO should have no influence whatsoever, although he or she should be appropriately consulted given the importance of chair-CEO fit.
Chair tenure: Have a three-year appointment, with the option of one further term only if there is a clear consensus that no one else is better.
Chair compensation: Watch for the quantum of total compensation, as it gives rise to reasonable perception of independence. A board chair is a part-time position and should be paid as such. I remember when a CEO said to me in the board meeting that he needed to get paid a lot so he wouldn’t “get nervous” and the lead director—also paid a lot—chuckled and agreed.
Chair Evaluation: Chairs should be assessed by each director and reporting to management annually. Debriefing should occur between the board chair and the governance/nominating committee chair. Each director should be able to make use of this person/position if he or she has any performance-related concerns with the chair.
Focusing the board on value: Last but not least, the most important role of the chair is to ensure the maximization of company performance and shareholder value. Research In Motion and other companies take note. When there is a value deficit, independent chairs must have the courage to act. The chair must have value-creation skills, experience, leadership and the proper mindset—one that is focused like a laser on this end and the board’s responsibility to maximize performance and value.
The above points apply equally to lead directors in the American context, but because lead directors don’t chair full board meetings, it is critical that the attributes and selection of the person—particularly independence, influence and impact—be carefully thought through.
Next to the selection of CEO, the selection of board chair is probably the most important decision a board makes. If a board is ineffective, it is likely the chair is also ineffective and should be replaced. The chair has the single greatest impact on board effectiveness.
I had a conversation with Jon Saxe a career biotech executive, who has seen it all from the big company experience(Roche) to small start up with venture backing and everything in between. I asked him to give me his advice about Boards of Directors and this is what he said:
1. Board have two duties, the first being that of Oversight and the second being that of the Nurture.
These are very different functions and his advice to would be Board members is “Don’t Be Shy” Speak out during Board meetings. His astute observation, now that he currently sits on 7 Boards, is that by the time one has had their career long enough to merit a Board seat, they have gone from specialist to generalist, and this is a good thing, because a board member has to be able to speak on issues where they are not expert!
In this way they are fulfilling the requirement of DUE CARE.
2 . Jon felt that serving on multiple boards helps one educate themselves, by comparing what is done on other boards you bring a depth of knowledge not gained by going to board schools.
3. In his mind diversity on a board is a good thing and includes more than just sexual diversity. He currently does not have any women of his 7 boards.
Having international diversity in terms of culture and diverse geographic representation on a board is critical as a company grows globally and adds a level of interest to other board members.
4. The Board can help management through its network, and this falls into his category of nurture. The more people you know, the more you can help.
He did not mention loyalty, but having known Jon for 30 years, I can personally attest to his brand of loyalty. Jon is currently Chairman of the Board of SciClone Pharmaceuticals and enjoys his bi yearly trips to China. He is currently looking to expand his Board and would like a person who knows all the aspects of how pharmaceuticals are priced in the various regions of China. If you know someone let me know.
I was asked to join a panel on Risk from a Board member’s perspective at the 65th annual convention of the Society in Colorado Springs last week and found a weath of information about new governance procedures and the new paid role of the whistleblower for the SEC which may be game changing. SEC reporting in the small and mid cap companies is a daunting task, because you are managing and monitoring the securites disclosure process internally and doing “more with less”. How to effectively use outside counsel is key, because small and mid sized companies rarely have insiders who know all the pitfalls around equity plans and stock exchange listing requirements.
The issues for smaller reporting companies are numerous and becoming more so with the impact of reporting requirements using XBRL. Inside the company someone must read the rules-SEC, applicable exchange, state law and relevant proxy advisory positions, as well as monitor new developments, suce as Dodd-Frank updates. The role of the Corporate Secretary is key.
Documents are a team effort and involve legal, financial, investor relations, communications, auditing, HR, risk management functions( which are different for biotech, than other industries.) The draftspersons need to know: the company and its operations and history, competitior disclosures, management and/or investor “hot buttons” and the personalities involved. Managing more entrpreneurial businesses and personalities involves obtaining buy-in at an early stage and educating and managing less eperienced executives and directors. I for one would like to see methods of teaching and processes that apply some consequences if the directors don’t continue their education. Do you have helpful stories and ideas to share?
The financial downturn in the western world has driven the growth of life sciences into the hands of researchers who depend on government grants. The future of building science based companies has become a global agenda not just a western world phenomenon. China, India and Australia all are racing to be added to the global wave of Science Futures.,joining with the United States and Europe to build an independent network of science.
What the 21st century will see is a shift from company start ups to well researched science projects which have been spin-outs of pharmaceutical companies. Science projects will also be underwritten by foundations like The Bill and Melinda Gates Foundation, and with government grants and government directed programs which are in the interest of expanding technology, security and infrastructure. Mergers will occur which will align social media with patient needs. Technology will be used to predict drug outcomes allowing for personalized medicine.
The venture capital shift that has happened recently includes pharmaceutical companies who fund and then spin out their own programs into small business units, and ask these units to find external funding from other financiers.
Pharmaceutical companies have in- house venture capital units which look to fund outside science -based companies who may be in alignment with their internal research objectives. Large companies are not as nimble or productive as small focus research companies with dedicated teams and less middle management