BOARD DYNAMICS

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BOARD DYNAMICS
Presented to NACD - Capital Chapter November 13,
2007 Presented by The Suzanne Hopgood and
Michael Tankersley Faculty National Association
of Corporate Directors
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How Do We Get There?

• Board Dynamics how directors interact as a board

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Ground Rules May Differ

• Ground Rules RESPECT
• Confront in a respectful and non-threatening
  manner
• No side conversations
• No Blackberry or cellphone interruptions
• Treat everyone, including management, with
  respect and consideration
• Be prepared

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Ground Rules May Differ

• Ground Rules
• The company comes first in all deliberations and
  decisions, not self-interest (dont be sleezy)
• Ask enough questions to understand the issue and
  the ramifications and risk (dont be snoozy)
• Share all material information with the board

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During Meetings

• Role of the Chair
• Create a culture of curiosity, challenge, and
  accountability and encourage different points of
  view
• Eliminate the fear of asking the dumb question
• Keep the meeting on track
• Encourage executives who attend to participate
• Build consensus
• Face up to and address board personality
  issues/conflicts

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Agenda Setting

• Construct an agenda for the year ahead with major
  issues to be addressed at each meeting

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Executive Sessions

• What gets discussed
• Board issues
• Concerns about operations
• Concerns about the CEO or Sr. Management

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• Questions?