BOARD OF DIRECTORS SCORECARD

Article by Herb Rubenstein

Introduction

Today there is a great need for effective Boards of Directors. There are many evaluation and assessment systems on the web and available from consulting firms. However, few evaluation systems analyze all of the proper clusters of factors that we know from the literature affect board performance. The list below organizes each of the key factors and forms the basis for the next generation of measures to allow us to assess and improve the operations and effectiveness of Boards of Directors.

In addition to these clusters, one needs to know what stage of development each Board is currently operating since a new Board at a start up can not be compared to the 100 year old Board of a publicly traded company. Using a “maturity model” is an essential ingredient to proper evaluation of Boards of Directors and Boards of Advisors. The clusters are listed below. Every Board should pay careful attention to each of the clusters

Cluster 1 – Human Capital Factors

  1. Does organization know what competencies are needed for Board members
  2. Does board currently have right people with right competencies
  3. Does organization have system for identifying when new competencies are needed
  4. Does organization have ability to add/subtract board members based on fit, competencies and performance
  5. Does the board have a nominating committee that takes competencies into account
  6. Does the board have a resume file or waiting list for board positions
  7. Is the board willing to increase the size of the board to accommodate the need for new competencies.

Cluster 2 – Organizational/Leadership Factors

  1. Are board rules in place and enforced
  2. Is board structure appropriate
  3. Does board have evaluation system for board as a whole plus individual members
  4. Does board have someone responsible for ethics oversight
  5. Do board members have written agreements with the organization that identifies their roles and responsibilities
  6. Are the CEO and Chairman different people
  7. Are board member expectations consistently realized
  8. Are all past board records accessible and well organized

Cluster 3 – Process Factors

  1. Does the board meet as often as appropriate (at least quarterly)
  2. Is a board book prepared and distributed at least 10 days in advance of a board meeting
  3. Do board members meet regularly without management
  4. Is board attendance 80% or higher at every meeting
  5. Does the board have a system for collecting information on best practices of other boards
  6. Does the board have a system for recommending best practices to the organization and following up to see if they are implemented

Cluster 4 – Resource Factors

  1. Is there a person who is the director of board relations
  2. Is there an adequate budget for the board
  3. Do board members actively participate in bringing new resources to the organization, (i.e. money, strategic alliances, professional services, customers, etc.)
  4. Does the board assist on a regular basis in developing a strategy for the organization
  5. Is the board compensated in any way for being on the board
  6. Is there D&O Insurance for the board

Cluster 5 – Accountability/Financial Oversight Factors

  1. Are board minutes, votes and action items identified all in order
  2. Is there a procedure where a board member can question the actions of the organization
  3. Is the board meeting run by the Board Chair
  4. Are there sufficient outside directors
  5. Is the board exercising informed reviews and making key financial decisions for the organization
  6. Do board members sit on too many other boards, have other conflicts of interest or are family members of other board members
  7. Is the board exercising informed reviews and making key financial decisions for the organization

Cluster 6 – Transformational/Communication Factors

  1. Does the board have a clear statement of its deficiencies
  2. Does the board have a board improvement plan that is being carried out
  3. Does the board have a leader with a clear vision for the future of the board
  4. Does the board have a clear vision of the future of the organization? the industry or sector?

Cluster 7 – Governance Factors

  1. Does the board govern the organization or just provide advice
  2. Are their five examples where the Board voted in key areas to the company
  3. The board has a 3-5 outlook or plan to direct the organization
  4. Violations of board rules or board set policies are dealt with quickly, publicly and consistently
  5. Are there term limits for board members

Cluster 8 – Reputation Factors

  1. How well known is the organization and its board
  2. How well respected is the organization and its board
  3. How many articles, speeches and books have board members written or given as a board member
  4. Does the organization have a plan for promoting the board’s reputation and the organization’s reputation

Cluster 9 – Performance/Results Factors

  1. Can the board show it has contributed 10% to the top line/bottom line in the organization in the past year
  2. Has the board corrected or improved at least 3 major problems in the organization in the past year
  3. Does the board know and have a plan to correct or improve 3 major problems the organization will face in the next year.
  4. Can each board member identify a significant contribution he/she has made to the organization within the last 60 days
  5. Can each board member identify a significant contribution that he or she will make to the organization in the next 60 days
  6. Can each board member identify a significant contribution that each other board member has made to the organization in the last 60 days
  7. Has the board made 5 key financial decisions in the past 90 days

Cluster 10 – Alignment Factors

  1. Does the board have general agreement regarding its major roles and responsibilities
  2. Does the board agree on the major problems of the organization
  3. Does the board agree on the major opportunities of the organization
  4. Does the board agree on the key values of the organization

Conclusion

The process of getting a board of directors board into top operational shape has never been more important. Having a non-producing board of directors or not having a board of directors at all is no longer acceptable in the business and non-profit communities.

About the Author

Herb Rubenstein is the President of Herb Rubenstein Consulting, a consulting firm to businesses and government. He is the author of the Thomson Reuters course 21st Century Standards and Practices for Boards of Directors. He is co-author of Breakthrough, Inc. – High Growth Strategies for Entrepreneurial Organizations (Prentice Hall/Financial Times, 1999). He also teaches Strategic Management at the Graduate School of Business of the University of Colorado Denver’s Global Energy Management Program. He has his law degree from Georgetown University, his Master of Public Affairs from the LBJ School of Public Affairs, a graduate degree in sociology from the University of Bristol in Bristol, England and was a Phi Beta Kappa/Omicron Delta Kappa graduate from Washington and Lee University in 1974. His email address is herb@sbizgroup.com and he can be reached at 303 910-7961. For more information about the company, see www.herbrubenstein.com.

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