Governance Workshop:Invest Ottawa – Grindspace XL

Building and working with Advisory and Fiduciary Boards

Deborah RosatiApril 15, 2014

Governance Evolution For Emerging Companies

The Division of Power

Division of Power & Accountability

The Paradox and The Sins

Directors: The Eye of The Corporate Universe

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!

deborah@deborahrosati.ca