Good to Great Boards

I never knew there was a consulting niche for advising directors of public company boards of directors until I met Denise Kuprionis at a Strategic Coach workshop. She is the founder of The Governance Solutions Group (GSG) based in Cincinnati, where she helps boards apply effective governance practices and achieve their most pressing objectives. For private companies, Denise shares valuable nuggets for CEOs in finding and obtaining advisory board members to fill knowledge and capability gaps.

Episode Highlights

• The way Denise finds clients to work with
• The biggest difference between her board work today and ten years ago
• Board assessments
• Corporate vs. board governance
• CEO succession planning and when to start
• Tone at the top
• The role of a board of advisors in private companies
• Sandra Kurtzig’s first advisory group

What Does a Board Do?

I enjoyed every minute of this conversation. While Denise spends much of her time working with directors of public companies, this conversation equally applies to ESOP and non-profit boards.

The best way to find out what a board does is to start reviewing the many documents that Denise freely shares on her GSG website.

I have read numerous documents on the tools page, where I found several frameworks and tables showing what a board is responsible for doing. Denise breaks out board responsibilities into five broad categories: Corporate, Strategic, Oversight, and Board Operations. She includes a fifth pillar revealing what a nonprofit board can focus on.

Some of my favorite resources on the GSG website outlining what a board does includes this short list:

• See The Role of the Board on the last page of this document
• See the page five graphic on board responsibilities (excellent)
• Board Governance Bingo
• The Board Skills and Experience Matrix

Finally, the document showing what the board of advisors does is excellent, and it includes a general roadmap from an informal board of advisors to a statutory board.

Questions for Boards

In addition to the great tools Denise has created on the GSG Boards website, she includes a pillar page where questions can reviewed and downloaded.

I cannot list them all, but here are 10 of my favorite questions after reviewing dozens of these documents:

1. Does your company have a whistleblower line?
2. Do you know the company’s ethics officer?
3. Does your CEO have unchecked ‘star’ qualities?
4. Does the CEO have a retirement plan?
5. Do Board members know the next generation of company managers?
6. Steps to follow in a crisis?
7. Is there a performance gap between what your board can do and what it actually accomplishes each quarter?
8. What is a skills and experience matrix?
9. Do directors understand the Board’s role in long-term strategy?
10. Do directors Understand operational oversight vs. getting in the weeds?

Who is Denise Kuprionis

Denise Kuprionis founded The Governance Solutions Group (GSG) as a way to share her 25+ years of experience inside the corporate boardroom. Denise is a former officer and member of the senior management team of a publicly traded media company, where her extensive successes were a result of effectively leading and adapting during transformative times. Her clients include public, private, and nonprofit company boards; and private company owners considering establishing their first advisory board or family council.

You can reach out to her on her firm’s contact page, which includes a phone number and email address. You can also connect with her on LinkedIn.

Episode Pairing