The crisis of confidence in corporate leadership reaches directly to the top of the organization; the buck stops in the boardroom. Are boards able to perform the oversight and guidance functions that their role demands? Are the failures of Enron, Global Crossing, Adelphia, Worldcom, and Health South traceable to failures in the boardroom? If so, did the board see the problems coming? If they did not, why not?

The world has changed over the past year on many fronts and there are new premises upon which Boards and senior executives will be judged in the future.

• Boards will increasingly be held accountable for the governance and success of the organization — including the processes they use to make decisions.
• Boards will need a broader audit role in the business to ensure compliance with board intent. A broader audit role will move beyond financial efficacy to ensuring that:
  • There is a sound longer-term strategy in place and is it being effectively executed
  • Core values, such as ethics and integrity, are being upheld
  • Risk is being managed effectively
  • There are appropriate channels of communication that enable boards to learn of dissenting views
  • Senior management is acting consistent with shareholder goals
  • Key stakeholders of the business are being effectively managed
  • The state of the business is what senior management says it is
• Most of what is critical for boards to know, yet isn't readily known by boards today, is knowable; what you don't know can hurt you.
• Boards need a more comprehensive and easier to manage set of evaluation tools to help them efficiently carry out their fiduciary responsibilities.

Metrus Group, Inc., has been steeped in governance and executive decision-making issues for over a decade, and has introduced an integrated solution to the issues above. Metrus' Corporate Governance Products fall into three categories:

1. The Corporate Governance Audit

2. Board Governance Strategy, Scorecard, and Oversight

3. Improved Decision Making Tools and Support

4. Ethics Risk Assessment

Board members find that they have:

• Mitigated risk
• Increased the efficiency of their time
• Increased the effectiveness of their governance
• Improved their effectiveness as a team
• Identified ways to increase senior management accountability without destroying working collegiality

Each product can be used alone or in combination with the other.

• Identify the quality of information board members get and the information gaps they see regarding vision, and strategy (and its implementation).
• Identify missing or weak areas of information that enable boards to govern better
• Assess the effectiveness of Board process.
• Assess board members' perceptions of changing board roles and risk factors.

• Identify informational "blind spots" that create risk for the board
• Rebalance information to the board across information topics, including leading/lagging indicators of organizational success. Metrus has identified 15 key areas of information that are typically important to board success.
• Launch initiatives to improve information (e.g., a board scorecard, and/or information initiatives on specific topics such as corporate ethics, consumer integrity, labor relations and fair treatment, or environmental issues) Develop more efficient and effective board processes and team-based management practices.
• Actively track key stakeholders of the business—employees, customers, suppliers, regulatory groups--to ensure there are no surprises
• Describe (and develop if needed) a set of ongoing governance measures to track board, leadership, and organizational effectiveness

The corporate governance strategy product is designed to help boards set and evaluate their strategy and success criteria, as well as oversee the strategy design and implementation of the organization. Most people think about a board solely in relation to the organization they advise or oversee. However, boards also function as mini-organizations, and as such, need clear direction, defined success criteria, clear roles and accountabilities, and sufficient competencies to deliver on the accountabilities.

Additionally, boards review, challenge, and oversee the strategy of the organizations they advise. Boards need to be equipped with the right tools, skills, and processes to effectively deliver on this role. This service helps boards to accomplish both of these objectives.

The governance strategy product is designed to help board members quickly work through key strategy issues to identify:

• Board and organizational success criteria
• Role in guiding strategy implementation (including performance goals, key success drivers, risk management, and performance tracking mechanisms)
• Board roles, accountabilities, and competencies
• Role in guiding core values

• A clear strategy for board success, along with success measures
• A template for overseeing the organization's strategy and its implementation
• Clear, performance metrics, including both short and long term objectives, as well as early warning performance indicators
• An ongoing measurement process to provide critical information on a regular basis
• Clearly defined board roles, accountabilities and competencies required

Recent court decisions have held company directors responsible not only for the poor outcomes of decisions they have made, but for the process they use to make decisions.  Under the emerging new standards of governance, boards are being held legally accountable for the manner in which they make decisions; decisions whose outcomes can impact shareholders, employees, creditors, or even suppliers.  Major decisions made without appropriate data, careful evaluation of various alternatives, or without a documented decision-making process can now enable lawsuits from any of these stakeholders.).

To help boards and executive teams meet this new challenge, Metrus offers workshops on improving board and executive team decision-making as well as meeting-facilitation services to assist in ensuring the use of a defendable decision-making process. This workshop  is used at the National Association of Corporate Directors’ Directors College at Duke University to assist corporate directors in improving their effectiveness.  Takeaway benefits provided in the workshop include:

• Recognizing the common  types of decision short-cuts that boards or executive teams should avoid
• A six-step decision-making process to help avoid problems
• Tools for adjusting decision processes to match the type of decision being made
• Tools for avoiding the perils of groupthink
• Methods of ensuring the sharing of unique information resident in the team
• Understanding when a facilitator can help in the decision-making process

The workshop is highly interactive and can be customized to focus on specific decisions facing a Board or an executive team.

• by e-mail or by phone (908) 231-1900

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Copyright © 1999-2008 Metrus Group, Inc. Metrus Group is a leader in implementing strategy and raising performance, using tools such as balanced scorecards.