Too often business families are not sufficiently aware of how their Board can be improved and utilized more effectively.
For many, empowering the Board can be a daunting task that is frequently avoided to the determent of the system. Many fear that altering the Board’s composition may upset the balance of power among shareholders and unleash complex family dynamics. Others worry that incorporating top-notch independent Directors may diminish the influence and stature of family directors and unnecessarily compromise the family’s privacy.Many complex family enterprises don’t just have one board but a whole system of operating company boards that report to a holding company. Carefully aligning their functions, responsibilities and authority and fully extracting the value they can offer the shareholders and the enterprise is undoubtedly a delicate undertaking that is essential for orderly continuity.
Our LGA Board Jumpstart initiative involves the immediate incorporation of an LGA consultant acting as an “quasi-independent Director” with the mandate and skills needed to serve as the catalyst for a strategic board design process. The consultant serves in this capacity for a limited period of time. During his tenure a diagnosis of the current composition and functioning of the Board is done in light of the family’s broader continuity objectives and the strategic needs of the enterprise. Our consultant also works to build the family shareholder’s capacity to work effectively with independent Directors by modeling from the start constructive strategic engagement.
Typical activities led by the LGA’s sponsored Director:
- Developing an understanding of the firm’s strategy and strategic issues
- Ensuring that strategy is a central part of the Board’s agenda
- Analyzing the roles and skills necessary for effective Board functioning
- Developing Board prospectus and an ideal profile for independent and family Directors
- Coaching the Chairman on facilitating Board meetings to encourage constructive debate
- Coaching family Directors to understand their role on the Board
- Making sure the Board owns the issue of executive development and CEO succession
- Understanding the current governance structure, and analyzing and testing alternatives
- Reviewing the content and calendar of Board meetings, roles and process, and mandates for Board committees
- Focusing on corporate finance and strategy, including a strategic understanding of the business portfolio (e.g. value, risk-reward, cash flows, and family needs for liquidity)
- Defining ideal profiles of the Directors to be recruited, including their number and compensation
A valued component of the program is the ability to tailor and experiment practices before fully committing to a more definitive course of action. It facilitates a better understanding of the implications of alternative options, building confidence and reducing the overall risks.
It involves a dual role. First, the Director will join the Board to secure the family’s immediate access to the benefits of having an external director. Secondly, the Director plays an advisory and coaching role, facilitating discussions and helping navigate the multiple decisions and implementation challenges needed to access the next stage.
At the heart of the process, it is all about figuring out the best way for the Board to better extract the value of the multiple skills that are present within the group.
The typical assignment will last between 18-24 months. The duration will be driven by the amount of experimentation needed, the frequency in which the Board meets, the speed in which quality Directors can be incorporated and prove their ability to work as a team. It is a learning process where it is difficult to underestimate the value of going through repeated cycles to confirm that a stronger Board and governance is resulting from the effort.