By Mitch Tuchman
Research a company that you might want to own as an investment and you end up doing a lot of legwork, reading earnings releases, annual reports and outside analysis of the firm’s management and prospects.
While it’s the CEO’s job to communicate the company’s mission and progress to shareholders, it’s more often the board of directors that affect investor interests: They vote to increase (or cut) dividends, to buy back stock, and they can replace or keep a CEO.
As an investor, you can’t truly analyze a company without getting a sense of the board and its dynamics. Longtime board veteran Betsy Atkins has written a useful and revealing book on the subject, one I highly recommend, titled Behind Boardroom Doors: Lessons of a Corporate Director. It’s a quick read that gives serious investors a real taste for what is happening in the boardrooms of today’s public companies.
Atkins has been on several high-profile boards, including Chico’s FAS, Polycom, Lucent, Darden Restaurants, and Cognizant. Throughout the book she shares detailed, behind-the-scenes stories of what happens when board members meet, what topics they cover and how boards are changing.
Every company in every sector, she writes, must face up to global, digital capitalism, activist investors and the impact of changing technologies on business. In the course of the book, Atkins proposes (and answers) key investor questions, both external and internal to the company:
For instance, does the board adequately address cyber risk and technology risk? Have board members been through changes with other companies and do they have the scar tissue to weather the ups and downs at your target company? Are they truly tying CEO compensation to metrics that are important to the shareholders?
Internally, she asks, are board members qualified to help set strategy for the company? Do the members represent a diversity of thought and experiences, or are they all of the same background? Have some members served on the board for too long?
Atkins makes clear recommendations for the kind of board member you hope would lead a company in which you invest. Her short, quick-reading chapters on best practices, tips for CEOs and qualities you want in your board members will give you a better idea of whether to invest in a company at all.