Boardroom Governance with Evan Epstein

Abby Adlerman: On Board Oversight, Accountability, Risk Mitigation and Strategy (OARS).

Nov 13, 2023

Abby Adlerman, an expert in board oversight, accountability, risk mitigation, and strategy, discusses topics such as high-performing boards, board culture, and the importance of board committees. She also reflects on her time in investment banking, the challenges of implementing board evaluations, and the politicization of ESG in governance. Additionally, she explores the concept of single issue directors and emphasizes the impact of mentors and unusual habits. Finally, she expresses admiration for Barack Obama and Bruce Springsteen and plans for a potential meeting.

57:33

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Abby Adlerman

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Quick takeaways

Creating a high-performing board requires focusing on oversight, accountability, risk mitigation, and strategy.

Board committees are crucial for handling complex topics and responsibilities, contributing to better board performance.

Board evaluations are invaluable in identifying areas for improvement and fostering continuous growth for better board performance.

Deep dives

The Importance of Board Culture and High-Performing Boards

Creating a high-performing board is essential for the success of any company. Boards should focus on oversight, accountability, risk mitigation, and strategy. A clear understanding of their roles and responsibilities is crucial for board members to work cohesively. Board culture plays a vital role in fostering collaboration and alignment. Aligning the board's mission, goals, and strategy leads to effective governance and better decision-making. Boards should prioritize diversity and bring in different perspectives to enrich discussions and enhance overall performance.

Introduction

2min

From Investment Banking to Silicon Valley: Reflections on Tech IPOs and Market Shifts

14min

The Importance of Board Evaluations

26min

The Backlash and Politicization of ESG in Governance

3min

Single Issue Directors and Board Composition

9min

Mentors, Life Lessons, and Unusual Habits

2min

Admiration for Barack Obama and Bruce Springsteen

2min

0:00 -- Intro.

1:14-- About this podcast's sponsor: The American College of Governance Counsel.

2:09 -- Start of interview.

2:41 -- Abby's "origin story."

4:11 -- Her time at Hambrecht & Quist. Distinctions between IPO market in the 1990s and the current environment. Her time as a CEO of a venture-backed e-commerce company. Her time at Russell Reynolds (7 years).

10:36 -- The history, mission and current focus of her company Boardspan, founded in 2014. "To help boards succeed."

"[The focus is a mixture of] a traditional service business [board recruiting] and a very modern brand new IT business, around assessments and information gathering and marry those two." "And I think that was the hardest part quite honestly, is how you marry both the service and a software business and deliver both at the same time."

14:24 -- On high performing boards and board culture.

"We developed a framework to talk about high -performing boards. [It is] really simple. I call it OARS, which is like rowing a boat, just to make it easy for people to remember. 'O' stands for oversight, 'A', accountability, 'R' is risk mitigation, and 'S' is strategy."

"We all know that board work is a team sport. So, if board members are not aligned, it's really hard for them to do their work.
It's not an individual sport and everybody knows that."

17:24 -- Differences in board dynamics between public and private (venture-backed) boards.

23:28 -- On the importance of board committees.

"Committees are where the vast majority of the board's work is done, and they're really important. I often refer to them as the workhorses of the board."
"I just want to remind your listeners that committees don't make decisions. They make recommendations when it comes to the major actions. And so it's not that control is transferred to a committee, it's the leaning on them, the leverage, the expertise that is transferred."
"If a board member really wants to have influence on a particular issue that a committee is undertaking, then join the committee, don't discount their value to the board."

26:42 -- On board evaluations. "[W]e are big believers in having objective data. Now, objective data can be quantitative and qualitative, but you still want that objectivity as a way to sort of lead you onto a path of growth. So we like the number side because it helps put a stake in the ground. You can measure progress and critically, you can benchmark to peers, which is something that we find and hear back from our clients is absolutely invaluable." "We have found the act of doing an evaluation with a third party is the biggest step forward."

30:48 -- On the Board/CEO relationship. "It's the most important relationship of all. And personally, I'm not a believer that the board's job is simply to hire and fire the CEO. I think that's, in all due respect, an old school perspective."

34:25 -- On the role of the Chair or Lead Independent Director. "The role of the chair, independent chair or lead independent is critical. And that's true whether it's a large public company, a small private company and everything in between, because they're often in that role of helping to facilitate the board's contributions, the board's role." "Figuring out where's the line and how [the board can] add value, that tone gets set by the partnership between the CEO and the chair."

36:53 -- On CEOs moving to Chairman role. "It is really hard for people to take off one hat and put the other one on. So it really has to be discussed."

40:02 -- On the evolution of boardroom diversity. "Another metaphor I often use for boards are tapestries, meaning that you're kind of weaving together different threads. I referred to the team sport earlier, but perhaps the better metaphor really is it's a small symphony, not a big one, but a relatively small symphony where you're bringing different skills, perspectives and ways that board members can contribute that makes the group as a whole stronger. And back to our prior conversation about board chairs, they're the conductor of that symphony and that's an invaluable role. But it doesn't mean that that conductor or any one other person who plays the violin is a great percussionist or a great woodwind or something like that. So it's about bringing all of these together. We've made a lot of progress in board diversity."

43:04 -- Abby's take on ESG and the ESG backlash ("green hushing").

45:59 -- On the question of single issue directors from a board composition perspective. "[Y]ou and your listeners are well aware of the QFE requirement to have a qualified financial expert. I do believe that at some point we're gonna see those requirements in other areas. Now, cybersecurity might be one of the first ones where we see a "QCSE" requirement." "I think people need to remember that a good board member grows with the board [...] and they can grow and figure out how to contribute in other ways."

49:45 -- On geopolitics in the boardroom. "We use a really simple model with our clients and it's based on concentric circles. And at the very center is management's expertise. If this is an existential issue, if you're doing the vast majority of your production in China or getting resources from China. [I]f your business's success is dependent on that, then you should have the expertise at the management level. It needs to be on there. The level of the board's knowledge that's required is influenced by how critical of an issue is it."

51:30 -- On impact of AI in the boardroom. "People are sort of trying to figure out how to stay current, knowing that what is current next week probably wasn't current this week. I kind of liken it to everything, everywhere, all at once."

53:04 -- Books that have greatly influenced her life:

Crossing to Safety by Wallace Stegner (1987)
The Prophet by Khalil Gibran (1923)
Everything by Jane Austen

53:56 -- Her mentors: the late Dan Case (H&Q), Christina Morgan (formerly with H&Q and JP Morgan) and current mentor is Mary Cranston (featured in E80 of this podcast)

54:49 -- Quotes that she thinks of often or lives her life by: "I often get asked by people for career advice. And so I will share what I share with everybody which is: like what you do, like who you do it with, and feel fairly rewarded by that work."

55:12 -- An unusual habit or absurd thing that she loves.

55:50 -- The living person she most admires: Barack Obama. "My fantasy dinner table has both of Obama and Bruce Springsteen joining me."

Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors.

This podcast is sponsored by the American College of Governance Counsel.

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Twitter: @evanepstein

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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