Event Takeaways—Leading from the Boardroom: Private Company Board Best Practices
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Event Takeaways—Leading from the Boardroom Private Company Board Best Practices

Event Takeaways—Leading from the Boardroom: Private Company Board Best Practices

I was grateful to attend the Research Triangle Park chapter’s NACD (National Association of Corporate Directors) event, “Leading from the Boardroom: Private Company Board Best Practices,” held at the Umstead Hotel and Spa in Cary, N.C., on Sept. 28, 2023. The NACD offers resources and networking for more than 24,000 members through its national program in 20 chapters across the U.S.

As much as everyone at the meeting tried not to mention AI—the running joke for the daylong event—it came up in every presentation and in every panel discussion. In this blog, I am pleased to share some of my key takeaways from the event’s main presentations.

Deloitte Presentation

Wolfe Tone, of Deloitte, started the day’s events talking about the state of the private company market based on surveys they conducted and what their key focuses were for the day. Issues included:

  • Transformation through emerging technologies and AI
  • Growth and competitive advantage
  • Operational efficiency and resilience
  • Sustainability
  • Climate and equity
  • Regulation, security, and risk

Capital and Viability

Many private companies are trying to raise capital for talent, technology, and production. For companies in the $100 to $200-million-dollar revenue range, the challenge of raising capital is greatest, as is the urgency to raise capital. Why? Nearly half of these companies saw a devaluing of their business (due to inflation and higher interest rates), and according to a Deloitte survey, 9 out of 10 are considering a sale of their business. That translates to about 45% of that subgroup needing to sell to stay viable. Tone predicted, based on those survey results, that many private equity firms who are sitting on tons of cash will make purchases soon and that in 2024, there will be a lot of mergers and acquisitions.

Adoption of Technology

Some other interesting findings from their survey included that companies that spent the most on technology investments saw the fastest growth! He shared a few data points, including one that noted that 81% of small and midsized companies had scaled up on cloud computing already. However, the vast majority of those companies had not yet scaled on generative AI.

Wolfe’s take on being a board member was that you have to know the answers, and you have to ask the right questions.

Lynn Clarke, NACD Private Company Director of the Year 2021–22

Lynn Clarke, CEO of Olive Brands Holding, has an impressive track record. She is a three-time CEO, has held two interim CEO roles, and to date, has served on more than a dozen private company boards. She was also named 2021–22 Private Company Director of the Year by the NACD. 

Lynn was succinct in telling attendees the three key responsibilities of fiduciary boards, which are the same in public and private companies. Specifically:

  • Hire, develop, and, if needed, terminate the CEO.
  • Approve strategic plans.
  • Ask strategically relevant questions of the CEO and executive leadership team.

Capital Access for Private Companies

When on the panel, the first question asked by the moderator was about raising capital for private companies. Lynn said that, based on her experiences, many family companies (companies started and sometimes still run by family members) are “allergic to debt.” This gives these companies great flexibility in developing and executing long-term growth strategies. 

She mentioned that a very large public company made headlines recently by having 25% of its free cash flow servicing debt. The reason is partly due to variable interest rate loans available several years ago. Now that interest rates are significantly higher, the company is struggling. 

Cybersecurity

Lynn was asked, “How do AI and cyber concerns impact private company boards?” She suggested that cyber concerns, namely cybersecurity, should be on the agenda at every board meeting.

“As all have heard, it’s not if a cyberattack happens, it’s when,” she elaborated, then offering that a question many boards ask is, “Should we have a CSO (chief security officer) on the board?” Instead, boards should be asking questions such as, “Do we know where the holes, the risks, are in our tech stack? What are emerging holes?”

Most companies have a tech leader in the C-suite who can answer these questions.  But it is important and helpful to bring in tech experts periodically to educate boards. Boards can hire functional experts to advise and educate them—like Deloitte for accounting. Private companies have become easy pickings for cyberattacks; having an experienced CISO/CTO as a board director is unusual, but some companies may find it to be helpful or necessary. 

The key concerns should be how to prevent and respond to a cyberattack.

Artificial Intelligence (AI)

Lynn also said that AI is being discussed in a few ways, for example, in marketing, specifically content management. For companies with strong e-commerce revenues, continually updated content is critical to success. AI is ideal for generating content and redeploying marketing staff to higher-value activities. Everyone is trying to learn about AI, yet the speed of the evolution and development of these new technologies is important for board members to understand and stay current on through their own educational focus.

Lynn gave some examples of AI use cases for private companies:

  • Front-end software to respond to customer inquiries.
  • Manufacturing efficiency monitoring.
  • Improvements in just-in-time production capabilities.
  • Predictive preventive maintenance programs.

CEO Succession Planning

Lynn advised that planning CEO succession is an essential and primary role for boards. She has served on five boards with CEO transitions. One was a planned retirement. Four were terminations. In one case, it took a year to find a new CEO, and it can be, on average, a two-year process to find, hire, and bring on a CEO replacement. Even the planned exits can take a long time, but they are much easier to handle. The unplanned exits are difficult and very time-consuming. 

Her key tip about CEO oversight was that, as board members, you know in your gut that a CEO is not cutting it. Don’t wait. Seek improvement quickly. It is a necessary but difficult action to put a CEO on a performance improvement plan. If the CEO does not internalize the feedback and improve, quickly make the decision to terminate.

New Investments in Technology

Lynn was asked where boards should put new investments in technology. She said that it really depends on the industry, the company’s competitive position, and the impact of past technology investments.

National Center for the Middle Market Presentation

Doug Farren, managing director of the National Center for the Middle Market, defined the middle market as companies with between $10 million and $1 billion USD in annual revenue. However, most of the companies in their survey pool are in the $10 million to $50 million dollar range. His organization did a survey of 1,000 middle market companies’ finance managers.

Challenges

These managers agreed that the biggest challenges today are in core business issues like rising prices, inflation, wages and salaries, and the cost of goods. Due to the impact of rising interest rates, these companies have had to cut costs, delay capital investment, accelerate digital transformation, and slow down hiring.

Adoption of Technology

Doug suggested that everyone check out their whitepaper, “The Case for Digital Transformation,” as a case for how technology adoption can increase productivity, save money, and improve the customer experience. Within this middle market survey pool, 83% percent of these companies answered that AI is important, yet only 30% are evaluating it for actual business needs. This data point shows that there is a knowledge gap as to appropriate use cases for AI tools and room for improvement at the leadership level for gaining those skills.

Human Capital

Another key challenge for middle market companies, as per the survey, is human capital. That means finding, attracting, retaining, and developing talent. If companies are not successful at attracting and retaining talent, there can be more stress and more work for existing employees and even a potential slowdown in sales or growth. A final interesting, and surprising, finding in their research was that increased adoption of technology led to an increase in hiring.

In summary, Doug Farren’s presentation found that middle market companies are overall doing well. This group of companies has been consistently resilient, with an average age of 39 years in business. To learn more about the research center and get free access to their library and data, go to middle-market center web page.

Latest research and resources for private company directors

Susan Paley, vice president, chapter network, NACD, discussed the results of surveys that NACD has conducted with directors of corporate boards. They were asked about topics of interest such as diversity, the use of AI, ESG (environmental, social, governance), and climate risk oversight. A key finding from their survey was that 93% of board members said that AI would impact their organization. However, only 7% of those board members thought that their management team was very proficient in AI. This made her wonder if the boards are asking appropriate questions of their management teams.

Conclusion

In summary, the NACD event “Leading from the Boardroom” was informative, insightful, and enjoyable. To learn more about the National Association of Corporate Directors and its educational resources, training, and certification opportunities, please visit NACD and NACD Research Triangle Chapter sites to learn more about the local RTP chapter event calendar.  

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