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There was an interesting article in the New York Times on Feb 18: “Careers: ‘Board Doctors,’ to Supervise the Supervisors — More companies bring in experts to scrutinize effectiveness of directors, creating a growth business.” (read the article)


Sadly, with all the current focus on “compliance,” I’ve come to believe that there is a critical lack of future planning on many other corporate boards around the world — Jim Carroll

The article opens with the observation: “Amid unprecedented pressure from investors, more boards are tapping outside experts so they can monitor management better and clean their own house. The legion of advisers — which some dub “board doctors” — scrutinize boards’ inner workings and prescribe cures for such ills as an entrenched chief executive, 800-page briefing books, or even a director who plays Sudoku during management presentations. The experts often enable board members to make tough choices they are too squeamish to do on their own.”

Essentially, the gist of the article boiled down to three key points:

  • boards are becoming less effective at making ‘hard decisions’
  • the result is a trend in which there is more outside (hired) scrutiny of the effectiveness of board performance
  • the scrutiny adds in assessment of the effectiveness of individual board members

In an amusing point, the article comments on one director who was known to regularly play Sudoku during board meetings.

The article is a good read, and a great outline of some of the problems facing the world of corporate governance today. But from my perspective, it missed a key point that I’ve been raising in many of my sessions with Boards through the years — most boards are not structured to deal with issues of future strategic direction.

If you understand how boards work, there are two key issues:

  • it’s a very insular club ; still, globally, very much an ‘old boys network’ (although gender diversity is a key issue that many national Director associations are working hard to solve)
  • the board ‘skills matrix’ — that is, the type of people that boards seek to recruit — generally consists of finance/accounting; legal; executive compensation; IT; human resources; and specific industry experience. Few seem to have expanded their matrix to include “future strategic insight.”

A few years ago, I thought it might be interesting to apply my skill of anticipating and outlining future trends by actively seeking involvement in a few boards. I took a director education course at the University of Rotman. It was a fascinating world to immerse myself in. Sadly, since then, I’ve had few opportunities (probably, to be honest, because I don’t network with the board world as most other folks do.)

What’s the looming crisis? I outlined this back in a post in 2007, “The Future of Governance.” Essentially, there are numerous boards who do not take on the responsibility of actively and regularly assessing trends for future threats and opportunities, and include this assessment in their evaluation of the effectivness of the CEO (which is one of their key responsibilities.)

I’ll repost the 2007 post in fulll below; it still makes what I believe is a useful and powerful read.

I’m not sure much has changed since I wrote it; consider, for example, the recent security/hacking issues with Sony. Should they not have had a high level Board member who would be asking tough questions as to what structure the CEO had in place to deal with an obvious looming security infrastructure challenge. You can lay the Sony debacle at the door of the CEO. You can also lay blame directly against the Board of Directors.

Have a look at the article, and then consider if the Board you participate on has a significant ‘future oriented challenge.’


I was in Colorado Springs yesterday, as the opening keynote of the Leadership Institute for Directors for FCCServices — they’re the business services arm of the US federal Farm Credit System.

In attendance were members of the Boards of Directors for a wide variety of state and community farm credit co-ops; these folks are the backbone of the US farm lending infrastructure. The Directors are local farmers, community leaders and business executives, and hence, need to be aware of the trends impacting the local and global agricultural industries, so that they can plan accordingly, assess risk, and make sound business decisions with respect to their co-ops.

My keynote took a look at “what comes next in the agricultural sector” – it’s one of many talks I do within the industry. And agriculture is certainly subject to high velocity change: there’s rapid evolution in science (bio-crops); new markets (bio-fuel) ; rapidly changing skills; new direct to consumer market opportunities; globalization (current food production must double in the next 30 years to keep up with global population growth.) All of which could spell opportunity if approached correctly — or turmoil and challenge if ignored.

The intent of the talk — and the overall theme of the leadership conference — was to ensure that these folks have the insight to direct their organizations into the future. That’s an important and critical role for Boards; and FCC Services is an example of an organization that has made sure that the “future” is closely linked to the issue of “governance.”

I think there are too many organizations that don’t do this. Sadly, with all the current focus on “compliance,” I’ve come to believe that there is a critical lack of future planning on many other corporate boards around the world. The result is that potential risks are often ignored; then things go wrong; then the company gets sued for significant sums of money. Is this Board negligence? That’s an interesting question, isn’t it!

Here’s an example: years ago, I wrote an article indicating that one of the critical CEO/Board level issues that must be addressed had to do with network security; certainly, everyone knows that organizations should properly secure their information assets. Yet in the article, I suggested that I believe that many Boards aren’t dealing with the issue, and that it was an area ripe for future exposure, noting that: “If I were a tort lawyer, I’d be licking my lips in anticipation of the opportunities to come in the next few years.”

Boards and CEO’s should ensure — as they are required to do with financial controls — that the information assets of the organization are properly locked down. They must understand obvious future trends, and ensure that management has planned accordingly. I strongly believe this to be the next wave in Board responsibility.

Do many Boards of Directors ensure that the organization is properly preparing for the rapidity of trends? Not many. Witness the shenanigans with the TJX Group, which had its corporate network hacked and millions of credit card numbers stolen. (The company runs HomeGoods, Marshalls, A.J. Wright, Bob’s Stores and The Maxx stores; in Canada the chain consists of Winners and HomeSense.) Now comes news that a group of banks want to sue the company with respect to the issue.

I can only imagine the questions that the Board of TJX is now asking!

Currently, much of the focus of board governance has to do with “compliance” — how well are boards, and the companies they are responsible for, dealing with the new realities of the post-Enron era.

I believe that within the next decade, we will see Board responsibility quickly evolve into a new and much more complex era than simply making sure that “i’s are dotted and the t’s are crossed.’ All we need are a few savvy lawyers to launch a few negligence suits against a few public companies, alleging that a Board failed to develop a plan for and respond to obvious future trends.

It’s a trend worth watching.

Last year, I went back to school, investing time to graduate from the University of Toronto – Rotman Directors Education Program. This is part of my longer term plan to provide my insight and guidance to organizations and not-for-profits on technology and strategy issues as  Independent Corporate Directory.

Read the article, "Wacky Leaks: The Looming Confidentiality Crisis" as it originally appeared in the Institute of Corporate Directors Register

I’m thrilled to have co-authored and have had an article published in the Institute of Corporate Directors Register publication. Entitled “Wacky Leaks: Understanding the Looming Confidientiality Crisis,” with Jim Brown, a well known expert on corporate governance issues.

The article takes a look at the new culture of open communications and its impact on the necessity for corporate boards to often work with an expectation of privacy.

Clearly, we’ve got a significant challenge here as we go forward into the future, and corporate boards must carefully think through the impact of a culture of open communications upon the tradition of privacy. It will be a tricky balancing act.

A few excerpts:

Over the last few months, the issue of confidentiality of information has risen to the forefront in the news media, with a constant barrage of stories concerning the intentional or unintentional leaking of previously private information. The most obvious case – Wikileaks – has challenged many long-standing traditions with respect to the sanctity of privileged communications.

But Wikileaks is only the tip of the iceberg in what is a new cultural demand for transparency, and a challenge to longstanding traditions of confidentiality.

This drift threatens boards at every level. If unchecked, it could compromise even the most scrupulous of companies and undermine every corporation’s rights to hold sensitive information in private.

These are only a few examples of what is emerging as a major cultural shift; our traditional notions of confidentiality face new challenges every day. In late 2010, Yahoo! announced at a private meeting of staff that a series of layoffs was coming; within seconds this information was being transmitted and shared on social networks such as Twitter. so much for privacy!

What’s going on here, and what does it mean for corporate directors? Clearly, many in the younger generation seem to have entirely different attitudes when it comes to the privacy of information. Raised in a maelstrom of connectivity, they live in a world in which they are fully prepared to share each and every moment of their daily lives.

This article originally appeared in the Director Journal, a publication of the Institute of Corporate Directors (ICD).

An interesting article in the Globe & Mail yesterday on trends with corporate boards. This article struck close to home, because last November I graduated from the University of Toronto – Rotman Director’s Education Program, which provides individuals with a key range of skills to serve on a corporate or not-for-profit board.

"...boards are increasingly searching for younger directors who are up to date with changes in business and technology...."

I certainly keep busy with some 60-80 keynotes worldwide, and this is certainly one of the most thrilling careers that one could imagine. I’m regularly providing high level strategic guidance to CEO’s and senior management teams for some of the largest organizations in the world. Yet being a futurist, I’ve always had in my mind a 5 to 10 year plan for my career, and looking forward, I anticipate taking on some more substantive strategic work on several corporate boards. That’s why I took the Rotman program.

And that’s why the Globe article was interesting, in that it noted that increasingly, the demographics of corporate boards are changing in a big way:

The ranks of top corporate directors in Canada are swelling with younger directors, which represents a shift for boards, according to a new review of 100 large company boards by Toronto-based director search firm Spencer Stuart. The average age of new directors added in the past three years was 57, down from 62 in the three-year period from 2000 to 2002.

Andrew MacDougall, who leads Spencer Stuart’s board services practice in Canada, said boards are increasingly searching for younger directors who are up to date with changes in business and technology, and who will be able to serve at least a decade before hitting boards’ mandatory retirement ages.

“Boards are more aware now than they might have been in the past that things are changing rapidly in this world, and the fact is that the younger you are – within reason – the more of a sense you’ll have of what those changes look like,” Mr. MacDougall said.

Directors from the baby boom generation (people born between 1947 and 1966) help bring “a new energy and new perspective” to boards, he said.”

Now that caught my interest – “the younger you are – within reason – the more of a sense you’ll have of what those changes look like.” I’m part of that baby boomer generation, and I often find that there is a huge difference in the reaction to my message on the urgency of (business model, strategic, competitive) change for an audience of mine that is composed of baby boomers or below, and those who are of an older generation. And there’s a big difference in the receptiveness to change between boomers and Gen-X. And an even bigger attitude shift between Gen-X and Y….. I think the younger you are, the more open and able you are to deal with change.

As I say in my keynotes, “for the younger generation, constant change is like oxygen.”

And I think here’s what the Globe article is really asking: how can a corporate board possibly be effective if its demographic is primarily a group of CEO’s and senior executives who are 65+? Not to be disrespectful, but I have long had a sense that many corporate boards don’t really have a sense of urgency in dealing with the very fast paced change that is swirling around the organization.  Social networks, technology, changing workforce attitudes, disruptive business model change — it often seems that much of what i focus upon in my keynotes involves extremely dramatic, fast rates of change, often driven by a younger demographic who is intent on changing the business world at the pace that is faster than previous generations, and certainly shaped in a huge way by the tsunami of technology-driven change.

There’s a phrase I use when I open any keynote,: “The future belongs to those who are fast.”

The role of corporate boards, and as a result the role of corporate directors, is changing quickly, and the observations from the Globe article reflect that reality. Now and in the future, corporate boards will take on a greater role in understanding the massive trends that will impact the organization in the future, and make sure that the CEO properly anticipates that very fast change and continually adjusts the corporate strategy to deal with that fast paced change.

There are quite a few boards that are deficient in that regard. And that’s where I’m hoping to help fill the void.

To read about my Rotman experience, read my article, “Learning for a Living

Graduation time!
November 18th, 2010

This weekend marks an interesting chapter — I’ll be graduating on Sunday!

It’s been quite a long time since my last official graduation ceremony — some 30+ years ago.

When I graduated from university at the ripe young age of 20, I certainly seemed to look different — the suit size was a bit smaller, the style with a 3-piece suit a little bit fascinating, and signs are evident in my hand of a particularly nasty bad habit (that I ended up bandoning more than twenty years ago!)

So what’s up? On Sunday afternoon, I will become a proud graduate of the University of Toronto – Directors Education Program. It’s an intense, executive level education program aimed at “helping Directors’ become better directors.” The class includes many individuals who play an active role on corporate, not-for-profit or other governance oriented Board of Directors — or those who aspire to do so.

I’m in the latter category. I was active on a TSX listed board in the earlier part of the decade, but the ongoing demands from building a brand as one of the world’s leading futurists and innovation experts largely diverted the time I could devote to such activities.

But always looking forward, I realized some time ago that over time, I would continue to transition back to that role, providing my future guidance to corporate organizations in many different ways — including as an active, independent corporate director.

There are many thoughts which drove my decision to get involved in the Rotman program, including these:

  • learning is what most adults will do for a living in the 21st century: read my article that summarizes my goals with the course, which appeared in CAMagazine, Learning for a Living
  • future-oriented strategy is more important than ever before. Back in 2007, I wrote a blog post that echoed my long held belief that the role of directors must transition to less “compliance with the issues of the day” and more on active, strategic governance of the direction of the organization
  • global, high level strategic insight matters more than ever before. As I note on a bio page on my goals, “there is no doubt that both corporate and not-for-profit organizations are faced with significant challenges, particularly with the continued impact of globalization, heightened market competition, rapid business model change and the impact of new technologies…. organizations need to continually challenge themselves to keep up with rapid change in the business environment in which they operate. Ongoing transformational change throughout the business landscape will continue to lead to corporate baords playing a more significant role in helping to steer the CEO and the organization through these changes.” I intend to play a BIG role in this in the future.

It’s funny, but while I was writing this blog post, “Don’t Stop Believin” by Journey became the next track on my Pandora Quick Mix.

Don’t stop believing — and don’t stop learning!

Here’s my June CAMagazine column, about a new initiative that I have underway in my life.

Learning for a living
by Jim Carroll, CAMagazine, June 2010

So what does a CA who has evolved into a global futurist do for his next gig? Go back to school, of course.

It’s truly become an unusual job I’ve taken on over the past decade. At this point, I travel about 100,000 miles a year, speaking at 50 to 60 conferences or leadership meetings all over the world.

It’s a very odd feeling, standing backstage at the Theatre for the Performing Arts at Planet Hollywood in Las Vegas, about to go out and speak to 4,000 people. I can’t help but wonder, as an accountant, how did I ever get here?

I got here, I suppose, by somehow combining the inherent skills that any CA possesses in quickly sizing up business strategy issues and the ability to cut through the clutter to provide concrete guidance on strategies that should be pursued. Albeit, in my case, in a very different way.

And even as I ask myself that question backstage, I find myself wondering, what do I do next? I certainly don’t see myself keeping up the same pace of travel, yet I can see a natural transition in my role.

Over the past several years, I’ve been engaged by an in-creasing number of global Fortune 1,000 organizations to help them understand the trends that are going to impact them in the future and the innovation strategies they need to adopt to ensure they can keep up with fast-paced change. In other words, providing high-level guidance on strategic issues. So why not do that as a board member?

That’s why I’m now a student in the Directors Education Program, jointly developed by the Rotman School of Management, University of Toronto and the Institute of Corporate Directors. I’m learning the intricacies of being an effective director, acquiring new knowledge and upgrading some older knowledge (for example, much of what I know about financial disclosure needs to be re-placed, since I wrote the UFE more than 25 years ago).

Going down this path fits into one of the key career trends I speak about onstage, that learning is what most adults will do for a living in the 21st century. Another trend I’ve been talking about for years is that most adults will have four or five different careers throughout their lifetime. I certainly don’t want my knowledge to stagnate, and hence, it was an easy decision to get back to the books.

Where will it lead me? I believe the process of corporate governance is going to undergo significant change in the next decade. I’m already in a role where I provide unique insight to a senior management team to help shape the strategic direction of the organization. As boards focus more on the future and less on the compliance issues of the past, there is a natural progression in terms of my role.

This line of thinking is borne out by an increasing number of discussions around the topic. For example, the folks at BoardSource, an organization actively involved in providing governance guidance to the nonprofit sector, noted in a recent article that “transformative governance means engaging in breakthrough thinking that embraces emerging trends and developments and asking the question, ‘What does this mean for governance?’” And the Harvard Business School touched on the issue in an article, challenging readers about the role of an audit committee with the question, “An organization’s books may be in order, but its performance may be going down the tubes. What’s to be done?”

What’s to be done is that corporate and not-for-profit boards take a more active role in linking future trends to the strategy pursued by the organization. Since I already seem to be doing that, I think this should be a fascinating next step in my truly odd career.

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