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Governance Workshop:Invest Ottawa – Grindspace XL
Building and working with Advisory and Fiduciary Boards
Deborah RosatiApril 15, 2014
Advisory Boards are NOT....
a governance alternative to a Board of Directors!
Advisory boards exist to advise and provide expertise (not statutory
stewardship!!)
Building an Advisory Board
• Tips to run smoothly…..• Minimize confusion in the corporate governance
ecosystem• Define mandate and put it in writing• Know the strategic priority of the Advisory Board• Encourage ongoing communication outside the
boardroomConsider….• Length of term, deliverables,compensation and exit
strategies• Proprietary rights - engagement letter with
8
Putting The Right People…
Develop a skills matrix • Integrity, Credibility, Knowledge, Experience, Commitment, CommunicationForm a selection committee • Develop a recruitment strategyExtend beyond your network • Look to executive search firms, ICD Director Register, Women on Board, CICA Directors Source Directory
… in the Right Boardroom
Responsibilities• Clear mandate for the board, CEO& Chair• Orientation session & continuing education• Be diligent and act in good faith with prudence
& integrity
Structure• Board committees/corporate calendar• Director Succession/term positions• In-camera sessions
Culture• Encourage a culture of trust & consensus• Avoid complacency & prepare to ask questions• Strive for excellence in the boardroom• Encourage ongoing communication outside the
boardroom
Evaluation• A formal annual performance evaluation for
the CEO & the board effectiveness• A formal succession plan for the CEO & senior
mgmt
… in the Right Boardroom
Agenda• Managing with time allocations• Developing a consent agenda• Hold a strategic off-site sessions
Chair Role• Strong competent Chair is critical• Should have the time and ability to lead the
Board• Ability to manage strong minded members
… in the Right Boardroom
Culture• Encourage a culture of trust & consensus• Avoid complacency & prepare to ask questions• Strive for excellence in the boardroom• Encourage ongoing communication outside the
boardroom
Evaluation• A formal annual performance evaluation for
the CEO & the board effectiveness• A formal succession plan for the CEO & senior
mgmt
… in the Right Boardroom
Your entrepreneurship is a source of pride and
inspiration to all of us!THANK-YOU!