By Josh Pichler – Cincinnati Enquirer
Denise Kuprionis can tell a lot about a company from sitting in on just one board of directors meeting.
She looks to see if the chair ensures all directors are providing input, and if the agenda contains big-picture issues and not just administrative tasks.
“It’s all about how that board works together,” she said. “What’s the interaction like in the meeting? Is there one dominant director? What’s the culture in that boardroom? One of the most important jobs that board members have is to ask questions.
“And it’s not just about asking good questions. It’s about making sure you get a good answer back.”
Kuprionis, former secretary and chief ethics and compliance officer at the E.W. Scripps Co., is using that knowledge and experience to help company boards understand themselves better. Her firm, The Governance Solutions Group, is partnering with The Board Institute to help company directors better understand TBI’s board evaluation process.
Phoenix-based TBI’s software allows boards to create an index for the overall body of directors, as well as specific board committees using anonymous, confidential surveys.
The indexes can show, for example, whether the board has a divergence of views on certain topics, or if basic evaluations of senior executives are falling through the cracks.
The focus and need for good board governance is not new. But as recent stories involving companies like Yahoo! and Green Mountain Coffee Roasters illustrate, achieving that goal can be easier said than done.
Yahoo!’s board has been scrutinized over its vetting process of former CEO Scott Thompson, who resigned after inaccurate academic credentials were found on his resume. Green Mountain demoted founder Robert Stiller chairman of the board, and demoted its lead director for stock sales that, according to the company, were “inconsistent with the company’s internal trading policies.”
Kuprionis says the examples illustrate good board governance takes a concerted effort and willingness among directors to avoid assuming they can’t make mistakes. Board evaluations, and a constructive response to results, can help stop problems before they start.
“Everybody agrees that governance is good. Who’s going to say it isn’t?” Kuprionis said. “So what prompts (boards) to really look at their processes and how it operates? I think what prompts that is having a very meaningful board evaluation.”
Kuprionis’ role with TBI is to help companies interpret and act on board evaluation results.
“What (TBI) had been doing was giving the analysis back to the company, and the companies were saying, ‘This is great, but it might be helpful if somebody came in and talked to us about the analysis.’ And that’s what I do,” Kuprionis said. “The tool that they have is fantastic, but it’s a tool. To me, the most important part of the evaluation process is that discussion the board’s going to have. What does the survey mean? What are we going to do now?”
Susan Shultz, TBI’s chief executive officer, said Kuprionis’ expertise creates a “powerful combination” when used in conjunction with TBI’s tools, and said Kuprionis’ corporate background makes her a perfect partner. Kuprionis is just one of three consultants with whom TBI is partnering.
“We’ve really come to believe it’s important to have a facilitator in the board room who is also independent and who can guide the board and help really drive the accountability,” Shultz said. “What we’ve done is put together lots of information. What we can’t do is drill down.”
During a 32-year career at Scripps, Kuprionis worked in human resources, started the company’s legal department, where she was the first in-house attorney, headed up corporate giving and wrote the ethics code. Her work with the Scripps’ board, and organizations like the Society of Corporate Secretaries & Governance Professionals, eventually led her to start her firm.
In addition to working with companies with board evaluations, Kuprionis has expanded her focus to include helping private companies build boards of advisers. These advisers differ from directors
in that they have no liability or authority for the company. But their value comes from providing outside, independent feedback that the CEO might not get from his or her board, especially if that board is comprised of family members or employees.
“Employees may not always give you that feedback that might be a little bit negative,” she said.“An outside board is going to give you that feedback, if you pick them