Insight

Discussion topics

One-on-one discussions with key business leaders can provide a better understanding of the company, its culture, strategy, risks and opportunities.

The following is a list a of possible issues for one-on-one discussions with key business leaders that can help deepen a new director's understanding of the company.

Lead director/nonexecutive chairman

  • How the board interacts with the CEO and other officers, and how important decisions are made (formal and informal processes)
  • Toughest issues facing the board/committees
  • Board culture—including openness and candor of communications and debate between management and the board, and among directors
  • Committee chairs
  • Expectations and role of the committee members
  • Current composition of the committee (skills, backgrounds, experience, and expertise)
  • Scope of the committee’s oversight responsibilities
  • Strength of the committee’s oversight processes
  • Results of the committee’s last two self‑assessments

Chief marketing/sales/strategy officers

  • How the company defines its target customers and the methods it uses to understand and develop products to address customer needs
  • The company’s approach to innovation
  • How the company monitors and leverages evolving competitive, social, economic, and political trends
  • The strategic planning process, the frequency with which the strategy is reviewed, the process by which external trends are assessed with respect to their implications for strategy, and the measures and metrics used to track progress

Chief operations officer

  • How the company leverages its supply chain for strategic advantage
  • The company’s business continuity and crisis management plans
  • The company’s philosophy with respect to social responsibility issues, in terms of both substantive policies and degree of transparency

Chief human resources officer

  • The company’s compensation philosophy, overview of compensation programs, and linkage between compensation incentives and long-term and short-term strategic goals.
  • How the company attracts, motivates, and retains top talent and the diversity of skills, experiences, and backgrounds needed to execute the company's strategy

CFO and chief accounting officer

  • Company’s earnings trends
  • Disclosure philosophy, including level of transparency, approach to earnings guidance, and use of non-GAAP metrics
  • Adequacy of control environment, including fraud controls, pressures, and vulnerabilities
  • Capital allocation processes, and degree of alignment between short-term and long-term objectives

CIO and CISO

  • How the company leverages technology for strategic advantage
  • How the company manages data security, compliance, and other “defensive” IT risks
  • Nature and frequency of CIO/CISO communications with board, audit and/or risk committee
  • Company’s programs and resources to identify, protect, and respond to cybersecurity threats

CRO (or equivalent role)

  • CRO’s view of the company’s risk awareness, appetite, and tolerance
  • How the CRO views the tone and culture of senior management
  • How the company’s risks compare to its industry peers
  • Strengths and weaknesses in management’s and the board’s risk oversight processes
  • The degree to which the risk organization has a seat at the table and input into significant business decisions

CEO

  • Any significant issues, opportunities, or concerns identified during discussions with business leaders
  • The top opportunities and challenges for the company
  • How the skills and background of the new director—and board members, generally—can be best leveraged for the benefit of the board and the company

New director onboarding

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