Boards are our business


What Makes a Great Director Orientation

September 1, 2021

Posted in: WATSON Views

Ask any new director about their orientation process and you’re likely to hear: “it was helpful but it was too much information at once – it was like drinking through a firehose”, “I got a binder but I would have liked more information on…”, or “what orientation?”. Designing an impactful orientation is a challenging balance of ensuring the right information is presented in the right way at the right time. It is an ongoing dance that few boards ever fully master.

A well-designed director orientation requires an appropriate depth of information, presented in a way that allows directors to absorb and understand it. It focuses the director on the most important things while ensuring they have access to a broad base of material to understand the complexity of the organization and its broader context. A well-designed orientation is staged in a way that gives directors a foundation of knowledge to help them add value early on while spreading out learning and information-sharing so it is easier to absorb.

Part of the reason so many boards struggle to get it right is because there is no “right” approach. A thoughtful director orientation process takes into account each director’s background and experience to design an approach tailored address their needs and gaps. A director coming from outside the industry requires much more information on the broader landscape e.g., players, trends, emerging areas, and threats. A director with decades of board experience requires less information on governance and the director role than someone who has served on one or two boards. Every director is unique and comes from a different place.

Director orientation usually covers three broad areas: the board, the organization, and the sector/industry. Within each, it might cover a range of topics depending on the board, the organization, and the director’s background and experience. Some examples of what might be covered include:

The board The organization The sector/industry

  • The role of the board, directors, and committees
  • Board history, culture, and dynamics
  • Legislation and legal duties
  • The board’s role in strategy, risk, financial oversight, CEO performance, HR/culture, etc.
  • The relationship and division of responsibility between the board and management
  • Current board initiatives and priorities
  • Expectations – meeting preparation, committee service, and director contribution, and conduct
  • Logistics – meeting schedule, expenses, honorarium, director liability insurance
  • Technology – board portal and meeting software

  • Strategy and vision – the organization’s purpose, strategy, current business operations, and plans, key challenges and opportunities, key performance metrics, and other relevant initiatives
  • Corporate history
  • Organizational structure and key leaders
  • Major risks and financial position
  • Stakeholder mapping – key players, stakeholder engagement strategy, and roles
  • Organizational culture
  • Talent management

  • Key trends and opportunities/challenges
  • Overview of the competitive landscape

The one constant in designing an impactful director orientation process is time – the process should span the director’s first 12-18 months, with information sharing, meetings, and education spaced out in a thoughtful, progressive way. It should be an ongoing conversation, supported by the corporate secretary, CEO, chair, and others, and incorporating director feedback along the way. Broadly, it should introduce the director to the board, the organization, and the broader sector/industry, providing background on key issues, preparing them for important strategic conversations, and ensuring they understand their role and what is expected of them. Many challenging board dynamics, issues of director engagement, and tensions around the board’s role can be mitigated with a thoughtful orientation process.


Like the content itself, the way information is presented can vary based on a director’s needs and how they process information – some prefer to read, some prefer information presented to them with an opportunity to engage and ask questions, and others learn from hearing from individuals firsthand. The best approach is a combination of meetings, presentations, educational opportunities, and site visits, spread over 12-18 months. There are many ways to share information; some examples include:

The board The organization The sector/industry

  • Meeting with the chair
  • Meeting with the corporate secretary
  • Meetings with directors
  • Meeting with legal counsel (as needed)
  • Assign a board mentor
  • Reading or walking through materials:
    • Legislation and bylaws
    • Board manual
      • Governance authority matrix
      • Board and committee terms of reference
      • Director position description
      • Director code of conduct
      • Conflict of interest policy
      • Board forward calendar
      • Meeting guidelines
      • D&O insurance
      • Director compensation and travel reimbursement policy
    • Minutes and materials from board and committee meetings
    • Previous years’ board evaluation results and action plans
    • Board meeting schedule for the upcoming year
    • Annual declaration form (conflict of interest, code of conduct)
    • Bios of directors
    • Directors/senior staff contact list

  • Meeting with the CEO
  • Meetings with key organizational leaders
  • Site visit and/or office tour
  • Meetings with key stakeholders (e.g., ministry/government, suppliers, shareholders, employee groups)
  • Reading or walking through materials:
    • Organizational chart with bios of top team
    • Key organizational policies (e.g., code of conduct, whistleblower policy, HR policies)
    • Strategic plan
    • Operational plan(s)
    • Risk register
    • Details of major litigation (by or against organization)
    • Latest annual report
    • Financial statements (last 3 years)
    • Quarterly financial results
    • CEO position description
    • Internal audit plan
    • Communications protocol

  • Conferences
  • Courses, speaking engagements, and webinars
  • Reading or walking through materials:
    • Materials and minutes from most recent board strategy session
    • Sector reports

It takes considerable time and work to design and deliver a high-quality orientation process, but it is well worth it in the added value you will get from directors who are prepared, up to speed, and understand what is expected of them. Invest early in your directors with a well-designed orientation process.


Looking Back In Order To Move Forward: What Boards Should Ask Themselves Now

April 8, 2021

Posted in: WATSON Views

As spring returns, we naturally feel hopeful; after all, it’s known as a time for new beginnings. And as the COVID-19 vaccines roll out, we may even feel emboldened to put 2020 behind and look ahead.

If we want to position our organizations to blossom through spring and summer, the truth is that we need to pause and look back; take a moment to reflect and learn. Did the pandemic shine a light on areas that need strengthening? Think risk register, or business continuity plans. What about board engagement? Be honest, how well did the board navigate what was likely a changing line between what is within the purview of the board and of management? Are our leaders at all levels healthy, engaged and ready?

Let’s also look at where we are today. Are we paying sufficient attention to the future of work, the anticipated tough road to economic recovery, or even the opportunity to evolve the board’s practices?

At WATSON, we have used the emerging research paired with our work helping organizations through this extraordinary time to identify eight dimensions of board performance through COVID, and created practice points for an assessment framework. This is what best-in-class boards are paying attention to today, as they learn from 2020 and look forward to what comes next.


1. RESPONDS DECISIVELY AND EMPATHETICALLY – Takes action to navigate a complex and changing crisis, with care for people and community in mind

2. ABILITY TO OPERATE IN A NEW CONTEXT – Adapts to a new context for work with safety, security, privacy, and effectiveness

3. MAINTAINS ORGANIZATIONAL SUSTAINABILITY – Balances and supports multiple “bottom lines”

4. CHARTS A COURSE – Adapts plans and strategies to manage today while positioning for the future

5. POWERS UP LEADERSHIP – Ensures leaders are strong, supported and engaged

6. CHECKS THE COMPASS – Keeps the most important values and principles at the heart of the organization

7. ENVISIONS THE FUTURE – Explores forces of change and adapts strategically and operationally

8. GOVERNING WITH INTENTION – Provides effective oversight and guidance through response, recovery, and ramp


Start your spring by taking the time to reflect and learn, click here to download the full framework of the eight dimensions and a self-assessment tool. Use it to guide your own thoughts and reflection, or as a tool to start an important conversation in the boardroom. We would be pleased to assist and welcome your reflections and questions.

Let’s proclaim the silver lining of all of this to be learning and growth. With that, we will be able to look back in five years and say that it was the tough lessons of COVID that positioned us for strength and success, and to be better poised for an ever-changing world.

WATSON Webinar Coming Soon!

WATSON will be hosting a webinar on the topic on Thursday, May 6, 12:30 PM ET/9:30 AM PT; details and registration will be available soon. If you would like to receive more information or secure a spot, please email


International Women’s Day 2021

March 8, 2021

Posted in: WATSON Views

The 2021 International Women’s Day theme, #ChooseToChallenge, is a call to act against bias and inequality, celebrate women’s achievements, and take personal responsibility for change. A challenged world is an alert world.

We each have a role in working towards gender equality. As a board member, you can reduce barriers and increase visibility for women leaders through elevating, amplifying and celebrating their voices. One of the best opportunities to practice this is through recruitment.

Here are five ways you can #ChooseToChallenge your approach to your next executive or director search:

  1. Consider the scope and specificity of executive positions you “require”; the senior leadership pool (after the top spot) is deep with smart and skilled women.
  2. Set a minimum of 50% women candidates on your long list; see #1.
  3. Seek women candidates from operations, engineering, STEM, and other traditionally male-dominated disciplines.
  4. Examine how you define “leadership presence” and ensure there is no gender bias in the assessment language e.g., assertive versus aggressive.
  5. Set a minimum of 25% women candidates from underrepresented communities on your long list.

This year, challenge yourself to create a more inclusive boardroom.

Happy International Women’s Day from the WATSON team.


The Broken Chair

February 4, 2021

Posted in: WATSON Views

Think about the chair at the head of your boardroom table. Is it shiny and new with lots of useful features? Is it ergonomic, designed perfectly to fit your needs? Is it a bit old and rusty but comfortable? Or is it broken? Maybe it came that way, or maybe it’s worn down and no longer serves its purpose. But it’s still there.  

What do you do when your board chair is no longer serving your board?

One thing has become clear over the past few decades, the role of the board chair is complex and demanding. Once seen as a figurehead role focused on facilitating meetings and liaising with the CEO, the role has evolved to include a breadth of responsibilities: planning the forward agenda, ensuring the right information is before the board, framing key issues for board decision or oversight, orchestrating the strategic planning process, nurturing relationships with stakeholders, and fostering a healthy board culture.

As the demands of the chair role grow, so do the expectations we hold for the individuals who choose to take it on. The role requires a significant commitment of time and energy and a broad set of skills and experience from facilitation and meeting design, to EQ and consensus-building.

So back to the question – what do you do when your chair isn’t quite cutting it? It’s a challenging situation to navigate but given the importance of the role it’s critical to do something.

First, try to understand the root cause of the issue. Is the chair overstretched and unable to commit the time needed to the role? Is the chair inexperienced and perhaps unaware of what is expected of them in the role? Would they benefit from training or mentorship? Have they been in the role for too long? Has their performance dropped recently, or has it always been an issue? Are they showing signs of burnout?

Then, look to your practices to see if there is already a framework or tool in place that might help assess or improve the chair’s performance, or potentially set the stage for transition if the chair is underperforming. Do you have a chair position description? Do you have term limits in place for the role? Do you have a chair evaluation built into your board or director evaluation process? Do you have a budget to support chair training and development?

Based on your situation, there are several potential courses of action:

  • Conduct a chair evaluation. One of the best ways to get a balanced sense of the chair’s performance and highlight strengths and opportunities for improvement is through a chair evaluation process. Often this is done as part of a board or director evaluation; this can help take the attention off of the chair and put the feedback in the broader context of continual board-wide improvement. A chair evaluation is a fair, neutral way to assess chair performance, offer constructive feedback, and provide an opportunity for the chair to act on the feedback. A chair evaluation process often involves an in camera debrief of the remaining directors to discuss chair performance and align on key messages – this is an opportune time to discuss and align on a shared view of chair performance. In an ideal situation, boards have a regular practice of chair evaluation as part of their annual calendar so it doesn’t feel reactive to a particular situation (and, so your chair benefits from great feedback on an regular basis).
  • Invest in chair development. If your chair’s performance feels related to a lack of clarity on the role and expectations, or a lack of support, consider whether they would benefit from mentorship, education, or professional development to support them in their role. Especially in smaller organizations with less formal governance practices, a lack of role clarity can result in misaligned expectations. And in any organization, inexperienced chairs “don’t know what they don’t know” and benefit from chair training to understand the role and what is expected of chairs today. Start from a point of understanding and support the chair to ensure they have the tools to succeed.
  • Have the conversation. The conversation will look different depending on the situation, dynamics, and relationships. Depending on your relationship with the chair, it might be a conversation with them directly, focused on how they are feeling, asking if they need support, or trying to understand why their performance has changed. If you don’t have a relationship with the chair that would allow you to have this conversation, consider who might have the relationship, credibility, and soft touch to have this critical conversation (for example, the vice chair or governance committee chair). Share your observations and concerns with this person, focusing on facts and specific examples, not personality or hunches. Give them time to process and think about how they might address the situation, and what information or support they might need.
  • Go back in time. Hindsight is 20/20. If you find yourself in a situation where it feels like there is no clear course of action, consider what structures or mechanisms would have been beneficial and ensure they are put in place going forward. Consider what makes sense for your organization in terms of chair term limits, a clear role description, a chair succession process, mentorship from a previous chair, a regular chair evaluation, or a chair development budget. Look to the future and build practices to ensure there is a pipeline of qualified leaders who are clear on the role and able to add value in the future. Don’t wait until things are broken to put good process in place.

Where you go from here will depend on the nature of the issue, the chair’s plans, and your governance framework and processes. In most cases, chair transition will come naturally – most chairs know when they are not performing at their best and want the best for the organization, which in some cases means transition. In other cases, high quality feedback, role clarity, and support are powerful tools to course correct. Regardless of the situation, make sure to approach it with tact, empathy, and kindness, starting from a point of understanding and working towards a solution together. The role is difficult and can be lonely – sometimes a chair needs a little support to manage the load.



1 2 3 21