Successful firms view their boards of directors as competitive weapons.
Boards impact the most important business matters. And, since they are expensive and consume substantial time, a board of directors needs to be effective in their impact.
When properly constructed and thoughtfully led, boards of directors create significant value for shareholders. Boards should focus on high impact matters, including
Choosing to avoid formal governance structures is a popular way to bury nonperformance and other unpleasant topics. But these problems don’t go away on their own.
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Great directors operate with the motto of "noses in, fingers out".
If you have a board of directors, how do you determine its ROI? The benefits tend to be intangible, but the costs are real. If your business does not have a board, creating one may be a dramatic change.
So, what’s it worth?
Highly effective private company boards focus their time on key issues. Using a sports analogy, boards have playbooks for both offense and defense.
Offensive plays include developing effective strategy and managing capital. Defensive plays include succession planning and risk management.
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Public boards have these same priorities, in addition to broader responsibilities set by their regulators.
A high-performing board helps management formulate and execute a strategy to achieve the owners' objectives. Many private businesses lack this kind of formal planning process.
Outside directors can bring a systematic approach to developing business strategy, allocating resources and providing accountability. Outsiders typically bring relationships to help deploy the strategy.
A common reality with private companies is that so long as the bank and the taxman are happy, it’s easy to become complacent. But if the owners are committed to growth, the directors should be working to make it happen.
With a reasonable multiple, this additional growth should be worth significant value. It is not uncommon for owners to look for 10-25% increase in value, depending on their opportunity set.
How does this compare to the cash costs of running the board?
Shopping for a new bank loan to shave a few points is what any competent CFO can accomplish. But, if the owners want to grow the business to create significant value — what is the best capital structure to support the growth strategy?
Sometimes, traditional bank financing may not be the best solution.
Many private companies don't have the experience to look at financing options (even if they better suit a company’s future needs).
spinning off non-core assets
A board with experienced directors can assure the firm's capital structure does not limit growth.
Other offense board actions include
developing compensation plans
Private and family businesses sometimes struggle with these topics — due to personal relationships. What is it worth to have the leadership focused on creating value, rather than debating compensation or managing irresolvable conflicts?
A high-performing board should remove the emotion from the analysis and help the principals focus on proactive decision-making.
This topic includes both
contingency plans for planned transitions and unexpected loss of talent, and
developing a pipeline of future leaders to execute a growth strategy.
What would happen to the value of the business if the CEO became incapacitated? Who inspires confidence with customers, employees and creditors?
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Having a succession plan for the top layers of management doesn't create a profit, but it preserves value during turbulent times.
There is no other way to hedge this risk.
The board is responsible for assessing, understanding and managing enterprise risks. The board of directors should decide to accept, avoid, transfer or mitigate these risks.
For risks which are accepted or mitigated, the board needs to allocate resources and talent and assure compliance.
Certainly, audit and other regulatory compliance functions are core elements of a strong defensive play at the board level. The value of a high functioning board is greatest for firms that deal with poor management.
Some private companies have effective boards with no outsiders, but that is less common. Typically, outsiders drive effective governance. The primary concerns when bringing in outside directors are
What does this mean to a company considering bringing in three outside directors?
It is common to hire a consultant to facilitate this process. The cost to have a consultant helps form the board and operate it for one year (assuming four on-site meetings plus travel) may be $100,000 to $250,000—depending on a variety of assumptions.
(This assumes about 100 hrs/yr of work by the outsiders. PE firms use different metrics.)
The time commitment to recruit and run an effective board is significant. Even if the owners hire a board consultant, reaching the first meeting may total 3 - 6 weeks of effort. The board work itself could be 1 - 3 weeks of work, spread over a year.
For the chairperson, managing offline discussions requires more work—as well as preparing for and running the meetings. (Board members must always be aware about how their decisions impact executive deliverables.)
Lastly—and maybe most importantly—how do outsiders change the interpersonal dynamics of the owners and key executives? How well will they work together? The purpose of bringing in outside directors is to effect substantial change. Management will have concerns on how outsiders impact their careers.
This is why experienced directors say "it is all about fit."
The toughest decisions in business lack formulas which neatly provide answers. Developing a high performing board which creates substantial value is not a simple matter.
It takes judgment to value intangible benefits against hard costs.
The return on investment is a series of seamlessly linked and well-executed processes:
formal needs assessment,
thoughtful recruiting and onboarding, and
an unrelenting focus on director and board performance.
This is a path well-traveled. The value of a high performing board is obvious when the process is well managed.
Bruce Werner is the Managing Director of Kona Advisors LLC and served as an outside director on private company boards for the last three decades. Kona Advisors LLC provides advisory services to the owners, investors and CEOs of private and family-owned businesses. With deep experience in governance, succession planning, finance, strategy and management issues, Kona…
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