This week, I’m pleased to interview Dr. Robert Fisher about how businesses can create and manage effective, strategic advisory boards. The discussion extends my previous post about the unique role of advisory boards that fiduciary Boards of Directors and consultants don’t fill, and steps that companies often neglect when instituting advisory boards. They’re a strategic tool that has been covered only superficially elsewhere.
Robert Fisher, MD, MSPH, has advised top leadership at organizations including Kaiser Permanente,
Salesforce.com, Intuit, the National Institutes of Health, Charles Schwab, Inc., and a number of startups. He often takes the role of advising senior management so they can effectively align the strategy across the leadership team and deploy it across the organization. I’ve had the pleasure of partnering with Robert on several such projects. Robert currently serves as board member of the Science and Technology Corporation at University of New Mexico, is founder of the Center for Medical Democracy (a consortia of leading advisors on healthcare policy) and CEO of Fisher Leadership Strategy.
The interview with Robert was compiled over several hours of discussion, and is split into today’s entry about creating an advisory board, and a forthcoming entry on maintaining and evolving the board.
Robert, why do you think that the use of advisory boards is growing?
In the next 1 to 3 years, I see parts of the US economy getting back into growth mode and others needing to stay lean and targeted. This means more companies need to find ways to innovate and grow the top-line faster, but with a more conservative need for full-time employees. In this situation, you’re going to find a lot of highly qualified, senior talent, who can dedicate some time to a company, without the additional burdens and costs of either consultants or fiduciary boards.
When are advisory boards useful?
Advisory boards can be brought into save the day in a crisis, or bring in expertise that doesn’t reside in the company. They work in many situations, such as a company that has expertise in its domain but has to reach out for knowledge in an emerging area of importance (such as going green); a company that’s moving to another stage in size and maturity; a business that lacks independent validation; a family-run business that is moving toward a more public-facing stance; and where a CEO needs more experience to manage a new role or expand or contract the business. Also, advisory boards are of constant value to new entrepreneurs.
How do strategic advisory boards differ from fiduciary boards?
Fiduciary Boards of Directors carry another level of obligation. They evaluate the CEO’s and the company’s finances and performance. They also take on personal risks in terms of responsibility for shareholder performance. Fiduciary Boards of Directors are more difficult to staff, more expensive to run, and the general management talent often on these boards can’t always address the complex industry issues that face a business. They’re complicated.
Strategic advisory boards, with a group of industry specialists specific to a company’s situation, can operate as an adjunct or an alternative to a Board of Directors. And they can be agile. They work strictly on business outcomes and serve their sponsors.
Can an advisory board evolve into a more formal Board of Directors?
When a company is in a one to two year pre-IPO phase and will eventually require a fiduciary board, in the interim the advisory board can take on some of those functions. This includes monitoring performance metrics including financials, the sales and R&D pipelines and customer satisfaction. Final corporate oversight is still with the CEO, but that CEO needs to become more comfortable with an independent voice critiquing performance.
Some advisory board members can be groomed to join the Board of Directors, which gives the company an immediate history on its board, knowledge transfer, and also helps develop the skills of the advisor. I wouldn’t set expectations for this upfront, however. An advisory board is a perfect opportunity to test the contributions and chemistry of a board member.
How do you design the role of an advisory board?
You have to decide what kind of board you want. It’s a derivative of your business objectives. Is there a missing need in a company for big-picture, general-purpose input; is the company going through a change that requires experience that isn’t present available; is the company under duress or needing to make change in strategic direction; is the organization at a stage of growth where it needs to change its operations from tactical/early build to a more strategic mode? There are many more variations that I see all the time when helping companies design boards.
As companies recognize the need for an external advisory board, they also have to consider governance. Will the board be driven by its leader or will it operation on a more consensual basis? That decision should be made deliberately. You want to make sure that the way the advisory board works will integrate well with the company leadership and culture.
It’s rare that an advisory board has authority to execute or make decisions unless this is made explicit at the outset of a focused assignment. Advisory boards usually are about advice, not execution. On occasion, they can be enlisted to actively participate in your business planning. You can look for board members that are eager to spend more time with you, especially if they have time outside a full-time job responsibility right now, and define a project planning role. For example, a top level business plan or financial model may be needed in a sector they have managed; or a set of criteria for selecting a supplier needs to be outlined. Consider alternative motivation or compensation models to reflect the time your board members are putting in beyond regular group meetings.
Who needs to buy into the definition of the board role?
The very idea of an external advisory board has to be acceptable to the senior leaders of the company, especially if they’re not the only ones instigating the board. It is most effective when the unit leaders proactively engage the advisory board. It can be more difficult when a sitting Board of Directors or investors suggests it, and most difficult when the fiduciary board or investors imposes it on the CEO.
So, properly setting expectations among all the participants is essential, and well worth the time before the board starts up. If the board is being given some decision-making influence and not just recommendations, it’s good to take a look at the senior leadership and see why they would allow or invite this. It may signal trouble, though it can otherwise be a sign of outstanding vibrancy. But, advisory boards have their name for a reason. Changes to their role need careful consideration and at times push back by the advisory board if they are being pulled or drawn into areas where they don’t belong. It can be beguiling to an advisory board to be invited to certain tables. It can be equally important to refuse that invitation and raise the question of why it’s being asked. That mature push back can be a valuable role for senior advisory boards.
Of course, just as in a consulting project, the company considering creating and using advisory board input needs to buy into the fact that the board is worth the investment in sharing their ideas and issues fully, providing supporting data, and working through team interactions to achieve outcomes they wouldn’t have conceived of at the outset. Time invested creates a multiplier effect, that is breakthroughs, in terms of utility. This can transform the board from the tip of the spear into a modern, strategic weapon, like an F-16.
How does the advisory board’s dynamic with management change if it is instituted at the investors’ or its fiduciary board’s request?
It’s true that, on many occasions, the idea for the board will be initiated by someone other than senior management: typically the private equity/VC investors, or the fiduciary Board of Directors, or a higher level of the corporate structure. The reason can be as simple as these experienced people appreciating the big picture about investing in deep specialists. Or, there can be an element of oversight, to help develop management’s skills, provide independent input on strategy, or drive faster improvements. Generally when you talk to the investors, they are going to tell you what’s working at the company right away. So, it’s important for the investors or the spokesperson for a board, to get this on the table upfront as part of a situation assessment. This expectation-setting should be done collaboratively with management instead of what can be perceived as punitive or a vote of no-confidence on management. This way, the outcomes are more consistent and effective.
What happens when the board mandate includes helping management develop as leaders?
A frank discussion is best, involving all parties. When an advisory board is brought in to help a company through difficult times or in a crisis, it has to be clear if the current leader is being given a chance to turn around a situation, and how much time do they have to do that. Or, is the advisory board being brought in to take on some of the executive function of a company?
One nuanced example is when VCs are the initiators of a board for one of their portfolio companies. If they are investing in a new CEO, sometimes information doesn’t flow as freely as it should. A new executive wants to be sure they look good at the outset, or prove they are on the right track. It has to be made clear at the outset where the authority flows from and what are the rules of engagement. If an advisory board or consultant is brought it, it may be seem to be with the intention of solving a tactical problem, but an advisory board may be undermined because the necessary terms and conditions haven’t been met. Any company, VCs and others, are wise to make it clear upfront that their philosophy and business strategy includes carefully chosen strategic advisory boards and consultation. That way there are no surprises and senior leaders are less likely to feel like they are being found out or doing a poor job. No amount of preparation will eliminate all of those feelings, but wisdom says you talk about it early and before problems arise. Companies that are transparent do better at this than others.
Even if the board instigators and management aren’t completely frank with each other on all the goals, the advisory board and its leaders have to make their own assessment of the situation before they accept. Advisory boards are most often used as a positive resource and are a welcome addition. If they are explicitly or implicitly undermining current leadership, it can create a further problem. This can happen; business is a tough environment and external advisory boards need to be savvy when they say “yes” to an assignment.
Where a board instigator isn’t completely comfortable sharing their concerns about management, then the chair of the board or a deft moderator can be subtle about changing the expectations of the senior leaders, to help them develop during the process, especially if it’s their first time running a company. More senior leaders will often have worked with advisors, and are more open to them or are savvy enough to know how tonegotiate the advisory role up front. That’s what senior leaders do.
So the role of corporate culture needs to be understood first?
Absolutely. The question that precedes the creation of a board is: “What is it that prompts someone to say ‘I need help’ or ‘I don’t know enough’?” On a personal leadership level, if someone isn’t great about asking for help, they’re often times in trouble right off the bat, because no one has all the answers.
At a corporate level, if a board is recommended by corporate leadership for a division and its leader, what kind of company and environment allows a senior executive to say “you know, I’m not sure here. You want to give me more resources, bring them on.” That structural piece about learning and openness in an organization is a critical dynamic affecting an advisory board’s chance of success. That takes us back to my earlier comment on authority. You need a clear definition of expected responsibility, the authority and resources to execute against it. If those are aligned, you have a shot. If not, the board members should negotiate for it up front. My recommendation is if those three vital pieces can’t be negotiated successfully, walk away from the job. Something isn’t right.
Overall, how carefully do you have to plan for your advisory board to achieve significant results?
Scott, a lot of what I am talking about in building and using an advisory board gets overlooked because advisory boards are thought of simply as tactical projects. This isn’t rocket science but sometimes the issues are about as complex. For advisory boards to yield high return and avoid pitfalls, the things we’ve been talking about have to be considered at the outset and tracked to stay on course.