High Performance Boards

CHAPTER 6Board Structures and Processes

Ten days after her lunch with Virtuous Chair Gerald Grossheim, Joanne Marker had been formally invited to an interview with the nominations committee. Three months later, she had attended her first board meeting at Virtuous. Joanne enjoyed the mental challenge of mapping problems from her work at WeCare onto Virtuous, and figuring out the implications for the company's strategy and marketing efforts. As a member of Virtuous’ strategy committee, she also enjoyed challenging the CEO on his strategic direction and any risks she thought he had overlooked – such as changing consumer trends and tastes in different geographies.

Joanne soon noticed that certain items were frequently left to the end of the discussion and somehow dropped off the agenda. She therefore suggested to Grossheim that he introduce a two-year agenda-setting process and also institute a standalone board secretary function. The latter worked well on another board Joanne was on, by helping its members to retain focus and have more disciplined discussions.

‘A board secretary?’ Grossheim said. ‘But Gary (the chief legal officer) does this well’.

Joanne explained the value of having a dedicated board secretary who would ensure the quality of all board processes, support the chair in preparing meetings, and provide directors with synthetic overviews that would provide context and set the stage for effective discussion. Grossheim nodded his approval. He was fed up with having ...