Confident Director

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CONFIDENCE®

FOR DIRECTORS

Situational Crisis

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BALANCE YOUR BUSINESS

IN THE WORLD.

FIND A PERSONAL PATH

THROUGH

BUSINESS DILEMMAS.

IS THERE TROUBLE ON BOARD?

Is there trouble in the company, is there trouble on the board? Are the lawyers talking about your insurance?

It would seem that it does not take much for there to be trouble on and for a board these days. Even after Enron,

Global Crossing, Computer Associates, Tyco, HealthSouth and SOX, managements incredibly fabricate numbers

(and accounting firms miss them), CEO's lie, CFO's witch hunt, and GC's hire outside counsel on the basis of luxury

marketing indulgence from law firms which firms may then cover up. Over on boards, directors plot, directors leak,

chairs wiretap, and board leadership and processes spin out of control. What is the state of your board? Does it

evaluate itself and find beauty in motion?

THROUGH A GLASS DARKLY

Overseeing business from outside management is to see through a glass darkly. I can help. A director is not on site every day, participating in events, measuring conditions, assessing performance and results. Information comes largely through a filter of reports, presentations, piles of paper, clarified by conferences--or very likely not when the issue is critical and hot. Directors have a natural handicap. They cannot consistently get close. It's not merely a matter of adjusting the lens or turning up the volume; directors have to know the background of what they are watching. They have to make their own intelligence and consider whether the clouds and mud that they can see with no help from management may slick the track and endanger the results. I partner with you to assess the clouds on the horizon 360º and the mud the economy has spread along the track will cause your horse to slow or even fall.

Image © Sean Gladwell.Fotolia

AND YOU THOUGHT SOX HAD IT NAILED

All that work, all those pages, and you thought Sarbanes-Oxley compliance had quality and risk nailed. And it did not. Now everything is worse than it has ever been, or everyone is telling you it's worse and fearing it will be worse. Meeting follows meeting, call follows call. Directors are resigning, investors are suing across sector after sector. At least you can rest easier that the Delaware courts are exhonerating directors. But, what comes next? Consultants are warning more paper. Politicians are warning more scrutiny. And you thought you just had to worry about waiver. What is next? If boards aren't supposed to manage, what more could be done? Is your head swimming? How do you manage the paper? How do you view the process and how do you make sure this does not all happen again?

Image After © Piksel.iStockPhoto

BOARD POLITICS

A board is a board ----and boards as a class do indeed present the same merits and demerits over and over, company to company, very much mixed between good boards and bad boards, but now trouble has come and you are about to find out which your board is for real. Can the board handle it? Will the board suppress it? Will the board pretend not to take notice? Who, by the way, runs the board? Is there open debate? Does the chair or the lead director filter the data and skew the story you hear? Are there factions on board? Can they come together to solve today's problems? What if there are more problems? What if today's problems actually ran deeper than the board knew yesterday and what if the problems run even deeper tomorrow? Will the board hold together? It's your potentially liability and you need to know. Let's look at the board before you join it, while you serve on it, and---whether you should leave.

BOARD WARFARE

I know what worries you in the night, you who are still willing to serve on boards: participation, privilege, common interest agreements, indemnification, and disinterest, the brave new world for boards. Confidentiality of the board room is no longer a given. Protections from personal liability cannot be assured. Board dysfunction did not end with Enron. HP is not the exception in board dysfunction post-Tyco. Power struggles, personal agendas, imprudent behavior and worse pervade enough boards. How do you protect against it, spot it, deal with it, solve it? The truth of the board's mettle may not even be clear until disaster strikes and challenges the depth of wisdom and balance of the board. And so it runs through your head in the night, "What if ?......"

You read enough in the financial press alone to fuel a restless night, without there being even a hint of warrants for your executives' arrests: Boards spying, harassing dissidents, hanging the future on a pretext, like the Mob. It is reason enough to examine the real worth of your D & O and the quality of the organic structure and functional processes of your board at depth--and to look carefully before you decide to accept a nomination. I partner with you or you and the board to sort it out.

MANAGEMENT WARFARE

Is management agin' ye? Is management withholding information, denying you input, rejecting your opinion, playing tricks? Do you know or do you just suspect? Management warfare destroys companies and destroys directors. Once it starts, it gets out of control too quickly. It can split the board, spli management, or make life nasty for all as channels of information slow down, close down and spread disinformation. Directors face huge risk not knowing what exactly is going on within the business even as they are pushed and pulled towards decisions and strategies. Nip it in the bud. Solve it, if it has taken hold.

Sigrid Caroline Schroder
     (877) 462-4035
Unlike other consultants, large and small,
I don't slide you off on staff or a network.
Who you meet is who you get.
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I KNOW WHAT WAKES YOU UP AT NIGHT, . . . OR WILL.

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