Boardroom Survival Guide

Boardroom Survival Guide
Secret CFO
January 20, 2024
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Getting your facts clear in the boardroom is paramount. Directors will lose patience quickly if you can’t be precise about knowable data points. You need the right tools behind you to make this smooth. With that...

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Boardroom Survival Guide

I remember the first time I presented to the main board of a large company.

I was in a management role in the FP&A function. The board had asked for an update on a project I’d been running to improve working capital.

The project was ahead of plan. So this was delivering a 15-minute presentation of good news on a non-contentious subject.

I got lucky.

A softball.

Nonetheless, I was nervous. There were a couple of highly decorated people on that board. Folks I wanted to impress.

The call came, and I was told they were running 15 minutes ahead of time. So I headed to the waiting area outside the boardroom early.

And then I sat there waiting for an hour…

When the door finally opened, the chair welcomed me and told me I should assume they’d read the presentation. And that I had to summarize the key points in no more than 3 minutes.

I did as he asked, delivering a make-shift exec summary, and invited questions. There were none.

Talk about an anti-climax…

Becoming a (Boardroom) Influencer

We will round up this 3 part series on the boardroom with a survival guide for CFOs in the boardroom.

But first, let’s talk board meetings.

Board Meetings

Typically, a large company BoD will meet 4-12 times per year.

My preference is either a board that meets:

  • quarterly, at the same time each quarter, or
  • monthly at the same time each month.

Not something in between.

What can I say, I’m a fan of rhythm in business. And there is no rhythm without a regiment.

So, let’s get into some of the formalities of the boardroom.

Boardroom Formalities

Board meeting attendance is documented in the minutes of the meeting.

You will see three different descriptions of attendance:

  • Present: BoD members who were at the meeting
  • Apologies: BoD members who were not at the meeting
  • In attendance: People in the board meeting who are not named members of the BoD (i.e. they do not carry a vote)

There is an expectation that board members attend all board meetings.

You may have the occasional absence, but this is rare. Expect to arrange your life around these dates. Dates are normally set 12-24 months ahead of time, so there are no excuses.

Plus, public companies report board meeting attendance in their annual filings.

The board minutes are the record of the board meeting discussions:

  • Prepared by the corporate secretary
  • Board approves minutes at the next board meeting, at which point they become legal records

The board agenda is like any normal meeting agenda. But often includes some formalities at the beginning and end.

They look a bit like this:

Agenda

If there are sub-committees (Audit Co, Comp Co, etc.) you will also discuss the minutes of those meetings in the full board meeting.

The committee chairs (nominated independent directors) will say their piece for five minutes.

Better keep that audit committee chair onside!

Board Pack

The board pack is the information submitted to the board to aid its discussion. Each agenda item should have a board paper in the board pack.

I worked with one BoD who refused to discuss an agenda item that did not have an accompanying paper.

Like the agenda and the minutes, the content of the board pack becomes part of the formal record of the meeting.

Less is more, but I have seen some board packs that run 600 pages.

You should be getting your board pack out to the BoD 5-7 days before the meeting.

I’ve seen BoD get angry if they get papers in a disorganized way or late. It sets the meeting off in the wrong tone.

It requires coordination, but if you care enough, there really is no excuse for being late.

Plenty of specialist SaaS tools are available to help coordinate and distribute board packs. Complex board packs can make them worth the money. Especially if you have sub-committees to manage too.

Independent directors will often be operating from their personal email addresses. They have a portfolio, remember.

It can feel weird sending important stuff to JohnDoe_69@aol.com but that’s how it works!

Board Papers

Board papers are the individual documents in the board pack. I must have written many hundred board papers in my career. You need to get good at this.

If you can’t communicate your points on 2 sheets of paper, then you won’t be able to narrate them in the meeting either.

I enjoy the process of writing board papers, especially for big decisions. They are clarifying. I understand my own points better. I start to find holes in my rationale and then rectify them.

I once had an M&A deal that I needed to take to my board for final approval so we could close. When I came to write the paper, I couldn’t get it to make sense. I agonized over it for hours.

In the end, I realized I couldn’t get it to make sense, because the deal simply didn’t make sense. I wrote the paper the other way, recommending we abort the deal. That paper made much more sense to me. We didn’t do the deal.

Whenever you are writing anything for the board pack, like a board memo/paper, always ask WAITYT (Why Am I Telling You This).

Normally there are only two reasons:

  1. For information (Information Paper)
  2. Because there needs to be a decision (Decision Paper)

Board Paper Structure:

  • Header (Audience, Author, Date, Title)
  • Executive Summary (1 - 2 paragraphs)
  • Main body
  • Relevant Information (Facts)
  • Analysis (Opinions and Judgment)
  • Conclusion (or Recommendation for a decision paper)
  • Next Steps (List of actions with deadlines)
  • Board Action. Either:
  • Information Paper: “For Board Information”
  • Decision Paper:  Specify what decision you are asking for from the BoD

As important as the structure is the writing style. Great business writing means unlearning what you learned in school. Amazon’s approach is a work of art.

Follow this and you won’t go wrong:

Amazon

Some of you have asked me to write about how I write. That feels a bit meta for me, so I can’t bring myself to do it yet. But one day I will.

CFO Report

The board pack will contain a ‘CFO Report’. This is where you get the floor and a chance to articulate anything you need the BoD to be aware of.

It can be hard to get the balance right between sharing everything relevant and not ‘deluging’ the BoD.

Some of the things you should cover:

  • Commentary on recent trading performance (+ monthly accounts)
  • Update on outlook and expected performance
  • Cashflow and liquidity
  • Finance function update (people, initiatives, functional projects)
  • Live M&A projects
  • Discussion of investor/financing matters
  • Emerging risks or issues
  • Priorities for the next month

Early Warning

No one likes surprises in business. But BoD hate them.

The expectation is that you will provide an early warning of issues in the finances.

This is a fine line between being too late, and being ‘the boy who cried wolf.'

This is where your years of experience become vital. Control your function, forecast problems, and inform the board whilst course correcting.

Giving the board warning of a problem without quantifying will make you unpopular too.

In these moments, the two questions you need to answer for the board are:

  • What is the worst outcome here?
  • How likely is that outcome?

The tone and language you use when you are flagging a problem are important too. Whatever the problem is (liquidity, control issue, or team), your job is to fix it.

Use the BoD experience to help make sure you have the right solution. But don’t let it feel like you are informing them just to unburden yourself.

It could be felt you are ‘transferring the problem’ to them. Be a pro. Own your sh*t and keep people informed.

Jocko Willink called this Extreme Ownership.

The BoD Paper Trail

Independent boards love making advisors rich. Lawyers. Big 4. Consultancy Firms. Lawyers. Investment Banks. Lawyers. Did I mention lawyers?

Why do they do this?

Risk.

Specifically risk transference.

Paper trails are crucial in board rooms. The board minutes, board papers, and formal advice notes form the legal record of the information flow in and out of the boardroom.

And if things get ugly, the legal record of the board meetings could be used against you, so make sure you are happy with them.

This record becomes all that matters when sh*t goes sideways.

Years ago I got into an argument with an independent director, who was adamant they were hearing something important for the first time. My integrity was being questioned

I ended up using the old board minutes and board packs to prove them wrong. Our relationship never recovered, but my integrity was intact.

If you missed it, the story of the Post Office in the UK is fascinating. A failure of accounting, systems, governance, and leadership. For years, the Post Office Board denied the existence of a 'back door' system. This system caused the accounting scandal. A 2011 EY report disproved the board’s deniability. A classic example of the effect of an advice paper trail into the board.

Read more on that story here

Governance Failings in the UK Postal Service

Lobbying the Board

Once you publish your board papers, you need to own how they are received.

As you heard last week boards like to resolve as many open points as possible before the board meeting.

Always make yourself available ahead of the board meeting. This helps to clarify your papers or any key points. If someone has misread your papers, or they weren’t clear enough, you want that dealt with before the meeting.

Have a contentious decision for the board? Call around the directors to see how they feel about it. Make sure you can surface questions and objections as early as possible. Forewarned is forearmed.

Know how to position your voice in the boardroom, and how it changes over time. When you first start you will have a ‘fresh eyes’ voice. Observations will be valued in the boardroom. But your recommendations may not be (due to your lack of familiarity).

As you build familiarity and confidence, you become a trusted advisor. Know whose ear you have, and whose you don’t. Use the dynamics to suit your perspective.

The Three CFO Hats in the Board Room

A CFO can wear 1 of 3 hats in the boardroom:

Hat 1 - Information Servant

Hat 1

The first hat you wear (and, in fact, your legal duty) is to provide accurate factual information to the board. This includes monthly financial reports and commentary on drivers.

Many CFOs never get beyond wearing the first hat.

Hat 2 - Boardroom Influencer

Hat 2

The second hat is to share valuable insight and opinion with the BoD. Like a forecast or commentary on future outlook, and what this means. This will often include recommending a course of action.

Or it might mean participating in the debate.

There's a simple test for whether you wear hat 2 or not. Can you change the BoD mind, or lead them to an answer you believe is right? If not, you are only wearing hat 1 (even if you are part of the debate).

Hat 3 - Decision Maker

Hat 3

The third hat is to be part of the decision-making in the boardroom. The real question here is whether you are a named director or not. Whether you have a vote or not.

If you do, you have fiduciary duties to think about. Some times those duties could even be at the odds with your interests as CFO, making you force broader.This means forming opinions and sharing judgments in the context of your broader responsibilities as a director.

Wearing one hat at a time

For the record, I do not recommend wearing real caps in an actual board meeting.

But it is important to be clear and distinct about which metaphorical hat you are wearing. Particularly making it clear to the BoD whether you are wearing Hat 1 or Hat 2.

As we said in week one of this series, independent directors will prioritize protecting their reputation. If things go off the rails, they may move fast to blame the information they made their decision on. Shift reputational impact from the BoD to the exec.

"Misleading the board" was the technicality the OpenAI board fired Sam Altman on. What a crazy weekend that was.

Last week we discussed how the CFO should be the guardian of fact. Each BoD member has the right to their opinion. They are not entitled to their own fact. Keep them honest, by politely correcting them when they misread facts.

I do this all the time in board meetings. Not in a petty, nitpicking way. I like to be clear about what is fact and what is not. It’s a bias killer.

And since your bonus may be a bit light this year, here is a little something from me to you:

Your First Time in The Boardroom

Finally, to round up this series on the board of directors here are seven quick tips for middle management surviving their first trip to the boardroom:

  1. Make sure your boss and bosses' boss know what you are going to say. Don’t surprise or undermine anyone.
  2. This is your chance to impress at the top table. Prepare well. Rehearse what you’ll say to a spouse or friend until you bore them to death.
  3. Find out what the board knows about your subject matter already. Work out the correct starting point for your presentation
  4. Remember you are on stage. Leave an impression.
  5. Find out how long your agenda slot is. Prepare your presentation for 50% of that time. Also, prepare a 2-minute version, in case you get cut short (you probably will be first time in).
  6. Focus more on the ‘so what’ than ‘what’ or ‘why’. What do we need to do? What help do you need? What exactly are you asking the board for, if anything?
  7. Wear something distinctive. Not fancy dress, but make sure they can place you ‘ahh yes, she was the lady who wore the green bow in her hair’ or ‘the guy in the polka dot necktie.’

And that brings us to the end of this series on the board of directors.

We’ll return to the topic at some point, and dive into the audit committee in more detail.

But up next we have the first ever ‘special edition’ and then in February a short series on Financial Control.

The bottom line

  1. Prepare the board pack with care. Get it out 5-7 days before the meeting.
  2. Observe the power dynamics in the boardroom, and learn how to game them.
  3. Beware the board ‘paper trail’. Long after you’ve gone, it is all that remains. Make sure the future you is proud of what it says

This post was originally published on https://www.cfosecrets.io/.

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