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Board Governance & Committee Structure

Board Governance & Committee Structure. 2012 American Coalition for Ethanol Conference Presented by: Ty Inglis, CPA & Jim Seurer, CEO. Group Discussion. How effective is your board? Are there areas of improvement? What topics do you want to address, today?.

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Board Governance & Committee Structure

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  1. Board Governance & Committee Structure 2012 American Coalition for Ethanol Conference Presented by: Ty Inglis, CPA & Jim Seurer, CEO

  2. Group Discussion How effective is your board? Are there areas of improvement? What topics do you want to address, today?

  3. Eight Components That Impact Board Effectiveness Source: Great Companies Deserve Great Boards, Beverly Behan

  4. Board Composition Source: Great Companies Deserve Great Boards, Beverly Behan Skills – Experience – Background Diversity of perspectives Orientation

  5. Building Trust GLE Trust Building Principles: “The Whole Truth and Nothin’ But the Truth…” Admit mistakes early Share information Constant communication Board vs. management roles Board works thru CEO

  6. Developing Team Effectiveness Recognize importance of team-building Board only events to build camaraderie Strategic planning session includes informal time

  7. Board Information Danger of data overload Quality of discussion is proportional to quality of information

  8. Board as Thought Partner Genesis for committee structure Access knowledge base Builds trust and engagement High degree skill, success & experience Board contribution = Strong team

  9. Board Agendas & Meetings Source: Great Companies Deserve Great Boards, Beverly Behan Packed agendas Little meaningful dialogue on key issues Regulatory/compliance vs. strategy/succession

  10. Board Information & Meeting Preparation • Board Packets • Financial & production related • Sent out 5-7 days prior to the meeting • Do not include confidential information • Numbered, handed out for review, collected after discussion • Meeting preparation varies

  11. Board Leadership Source: Great Companies Deserve Great Boards, Beverly Behan How effective are the meetings run? Drawing out different perspectives Director performance

  12. Board Education • Initial orientation • Speakers on board roles • Board responsibilities • Governance best practices • Business partners • Industry news

  13. Board Committees Source: Great Companies Deserve Great Boards, Beverly Behan Are they necessary? What is the interaction between the board and the committee?

  14. GLE Committees & Communication Risk management – bi-weekly Finance – monthly Tech & Ops - monthly Governance – monthly Executive – as needed Salary & benefits – as needed

  15. Board Dynamics Source: Great Companies Deserve Great Boards, Beverly Behan What is the climate of your board room? Is it inspiring or dynamic? Are board members candid or cautious?

  16. Board Management Relationship Source: Great Companies Deserve Great Boards, Beverly Behan Is the relationship characterized by candor and mutual respect? Is management comfortable sharing bad news and tough issues? Is the board utilized as a thought partner? Does the board micro-manage?

  17. Board Member Expectations Contribute Engagement Straight forward insights Set aside personal agendas Challenge management & other board members “Agree to Disagree” (professionalism)

  18. Board Processes Source: Great Companies Deserve Great Boards, Beverly Behan • How does the board engage in oversight and decision making? • Corporate strategy • Risk • Succession planning • CEO evaluation

  19. GLE Strategic Planning • Annual, 2-day session includes: • 1st Day = Board & CEO discusses human capital • 2nd Day = Board, CEO & senior management • Develop strategic priorities • Management develops action steps • Strategic plan approved at future board meeting

  20. CEO Evaluation Process Focus: Strategic objectives & individual goals Company performance considerations CEO self assessment Individual board member evaluations Establishment of new goals Evaluation of past objectives

  21. Components of Effective Board • Basic principles • Engagement • Upstanding character • Honesty, even if bad news • Egos & personal agendas in check • Integrity is critical • Listen!

  22. Thank You

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