Gender Diversity is Important for Your Corporate Board

Ideally, the best corporate board for a given company would be one that is diverse. Hiring board members with the same background and education could find your company "stuck” and unable to draw from variety of experiences.

When it comes to gender diversity, a recent study supports the idea that women who are corporate board members tend to be more open to new ideas than their male cohorts. So, does this make women on corporate boards better than men?

And the survey says…

The International Journal of Business Governance and Ethics put up the survey that polled 624 board directors from all across the Canadian business sphere. The breakdown of those surveyed ranged from 75% male and 25% female. According to the results women were cited as being "more likely to use co-operation, collaboration and consensus building" when presented with the task of problem solving. Across the boardroom, the men were found to come up with their solutions by "using rules, regulations and traditional ways of doing business."

Chris Bart is a professor of strategic management at the DeGroote School of Business at McMaster University and a co-author of the study. Upon reviewing the results he concluded that "The way women operate as directors often contributed to a company’s success, raising the question of why women are still in the minority in Canada’s corporate boardrooms. Why would governance, nominating committees and board chairs not want to have that skill set, that competence available to them in abundance?” asked Bart.

Here are some other qualities found from the women board members who took part in the study:

• Women were less constrained in their problem-solving skills
• More likely to take into account the interest of a wider range of company stakeholders
• Considered fairness an "important factor" in decision making process
• Women are more inquisitive
• Can see more possible outcomes to situation

As for the men who participated in the study, Bart found that, "The old boys club culture is still alive and well in corporate boardrooms across all sectors. Men are pack animals and they are very much quick to recognize the hierarchy of the alpha males in the group,” he said upon the report's release. “They would be very unhappy with people coming in with different values or views to the board.”

Can you look at your corporate board and say it is as diverse as it can be? It might be time to consider shaking things up especially if your business has hit a wall. Nothing like "fresh thinking" to put a company back on track on the road to success. 

Accepting a Position as a Director in a Company

 

Being invited to join a promising young startup is certainly a boost to the ego. Clearly, your qualifications and experience have impressed someone enough to offer you a position as director. However, you have to think like a business professional. Put aside the compliments and ask “Do I know what I’m getting myself into?”

 

Because you might be taking a radical change in your career path it’s vital that you do research before accepting a position as a director. The following are some key areas you should thoroughly understand about the start up.

1)      Their Finances

Start with asking, “How much money do they have in the bank?” and build from there. What you should be looking for are actual funds and not the promise of investors coming on board. A line of credit is a good thing for the company to have but without working capital, that credit can quickly exhaust itself and add to the red ink in a ledger. Beyond the working capital, you also want to examine the company’s valuation. This will include income projections versus expenses. Bottom line: You need to get the complete financial picture.

2)      Their Competitors

Every startup begins with the notion that they are better than their competitors. It’s your responsibility to take off the “rose colored glasses” and garner a true look at the marketplace. Their competitors wouldn’t be in business if they weren’t doing something right. What exactly are they doing that your startup can’t do? The opposite question applies as well when asked about the strengths of your potential company’s abilities. Not only are competitor’s sales important to review but also their approach to marketing strategies. How will your startup do things differently?

3)      Their Investors

In your new position as director for a startup you might be charged with the task to bring in new investors. Hopefully, that company will already have a few investors supplying capital and intelligence. You would be at an extreme disadvantage if there were no investors already on board. That might prove to be too daunting of a challenge.

4)      Their Board of Directors

Who will you be working with in this new venture? This is crucial to understand because engaging in a startup will have your mettle tested. You might be asked to work long hours with this group in addition to making other sacrifices in your personal life. Will it be worth it? It’s hard to judge that until you have some tangible sales figures but you certainly don’t want to invest your time and energy with a group of directors who aren’t up to the task. Don’t ever forget that the solid reputation which earned you the offer to join the startup is the same reputation that will be at risk.

How to Remove a Poorly Performing Director from the Board

Any type of corporation will have a board of directors established to develop strategies, policies and implement those ideas. The board is beholden to the shareholders in the sense that it is their job is to increase the profits which are paid out as dividends. It falls under the responsibility of the board to make sure that all of the members are living up to the standards of excellence that have been established for that company to succeed.

Just because someone has been named to an executive board is no guarantee that they’ll be up to the task. In certain circumstances it might become apparent to all that a particular board member needs to be removed. Usually the reasons are that they have become ineffective or are having difficulty working with the other board members.

When it is obvious that a move needs to be made, the board of directors will be restricted by the guidelines they have established in their bylaws. Here are some examples of bylaw clauses which can determine how a poorly performing director is removed from a board.

Term Limits

A majority of corporations have built in term limits for their board of directors. Typically, a director might serve out a three-year term and then be rotated out. In some cases a board member proves to be extremely valuable. For them to outlive their term limit a special vote would have to be conducted.

On the other hand, if a board director that has been targeted for removal has only a few months left on their term it might make sense to let them simply retire as opposed to creating a potential “dust-up” in the company.

Asking for a Resignation

Often the targeted board member might not have any idea they are being looked at to step aside. This would require a personal intervention from the chairman to this director. In the meeting, the chairman would spell out the areas of concern and ask for that person’s resignation.

On many levels, this is a “face saving” gesture. It allows for a smooth transition and doesn’t automatically tarnish the reputation of the board or the member being asked to leave. To insure this is all above board, it is advisable that the company’s lawyer be present during the discussion.

Impeachment

Impeachment is the formal process by which an executive board can remove a member. The process should be clearly spelled out in the bylaws including all the specific reasons for dismissal. For an impeachment to pass you will need a 2/3 majority of the board.

It is important that any such action like the removal of a board member be supported by a unified front. A bad press report can drive the price of a company’s stock down. Board shake-ups would certainly qualify as bad news.

That is why it’s best if the company can get out in front of the story with a definitive press release explaining the transition. The goal is to insure the shareholders and the stock traders that business will proceed as normal.

Reverse Takeovers - Evaluating a Possible Alternative to the IPO Exit Strategy

From the very first business contract there were loopholes. These are ways around a particular rule or guideline that offer a more desirable outcome. It isn’t breaking the law, but coming up with an alternative approach.

That’s the best way to describe a reserve takeover: it’s a loophole to expedite the IPO strategy and provides a viable alternative for private companies to become publicly traded companies without a lot of hassle.

The Basics of a Reverse Takeover

In a reverse takeover, a private company buys controlling interest in a publicly traded company. The private company then merges with that public entity and in effect becomes a publicly traded company. The original public company is known as a shell company. That’s because all that really exists is the organizational structure and all that comes with that in terms of approved documents, corporate filings and other paper work.

The shareholders who are part of the private company assume a majority stake in this shell company and thereby are granted controlling interest. If the shell company is in compliance then this type of transaction can be completed in a matter of weeks as opposed to months (or years) following the normal course of filing for an IPO. There needs to be due diligence in terms of the proper disclosure forms filed once the merger has been enacted.

The Pros of a Reverse Takeover

On the top of the list of benefits of a reserve takeover is the potential for bigger earnings. The contributing factor is because there is less stock dilution than with a traditional IPO. There is also no need to raise capital as you would with the former IPO which makes this an affordable and streamline process.

The reverse takeover is often less beholden to the fluctuating and sometimes volatile market conditions. Even the hint of a bad review or negative earning potential can send a stock plummeting. That is not something you want released on the day of your IPO offering.

Look no further than the IPO offering of Facebook for a perfect example of this.

Finally, because a reverse takeover is less time consuming, the private company in play can focus on their business instead of all enormous “to-do” list required to get ready for a standard IPO. In the long run that’s going to be good for business all around.

The Cons of a Reverse Takeover

Think of a reserve takeover as moving your business into an established warehouse building. There might be some problems with that “warehouse” that could impact your business. The shell company might have some sloppy bookkeeping practices or pending lawsuits.

 There might even be some greedy shareholders who want to dump their shares right out of the gate. That could impact the offering. This can be avoided with a share lockup put into place before the merger.

There is also a huge learning curve for a private company to go through once it enters into the world of a publicly traded company. Sometimes those board members aren’t ready for the new game.

Is a reverse takeover right for you?