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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.

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