M&A Board Integration Session and Strategic Planning Session

Public Company in the Renewable Energy Market

One of my clients had just gone through a major merger transaction. The new chairman and CEO was highly impressed with the board of the acquired company and wanted to keep it intact. The first board meeting was critical for a couple of reasons:

• Acknowledge that the board was in a transition phase with new board leadership under a new chair and CEO
  • The new board chair:
    • Cared to establish an environment of trust by enabling open dialogue and mutual bonding
    • Wanted to make sure that his leadership would be positive and constructive. He was aware that he was in a dual roles of chair and CEO while prior the M&A there were two individuals for both roles. He didn’t want to deny that there might be concerns and wanted everything aired out.
    • Wanted to get to know all board members better and give them an opportunity to know him
    • Cared to optimally sustain and increase the board’s unique momentum under a new leadership and desired to create effective board dynamics going forward.
• Focus on the company’s strategy and success roadmap
  • The new chair wanted a strategic session, immediately, to ensure clarity and unanimity in the strategic direction of the new company. He felt that it was critical for all board members to be able to articulate the company’s strategic positioning succinctly and consistently as soon as possible.

Why Was I Introduced?

The new chair and CEO had been a participant as an external guest at a Board Strategic Planning meeting that I led for the company he ended up acquiring one year later.

Since I knew the board members and the prior chair, he felt that it was the right fit for me to help him plan and lead his first board meeting.

We agreed that there would be two major sessions for the first board meeting and that I would facilitate both. One session was to acknowledge the transition and the other to conduct an intense strategic dialogue.

In preparation for the first session, I spent approximately one hour on the phone with each of the board members. The inquiry I used for the phone exchange was designed to cover three important topics:

• Board climate
• Board effectiveness
• New board leadership

I captured each board member’s input on these topics. My goal was to assist the board in maintaining its special flow and quality as it moved into the new phase. We had this dialogue around a “bonfire” enabling a comfortable conversation.

My planning and leading of their first strategic session post the M&A was very successful.

Results

• All board members are aligned with the strategic direction of the company. Everyone had the opportunity to comment and significantly contribute.
• This board is in transition and everyone is now fully conscious of it. Though the composition of this board has not been dramatically altered, the company has a new CEO, and the same person leads as CEO and chair. The spirit of entrepreneurship is brewing and undoubtedly present within the board as it defines its style and climate.
• Both sessions activated new thoughts as well as new levels of communication and interaction. It is exciting and it has significant implications on how this board intends to operate in the future.

It is special for a chair who is the primary shareholder to truly care to preserve the deeper essence that has permeated throughout a board. It is unusual for a chair to seek input from board members as he begins exercising his leadership authority.

To my client who is the chair, it is integral to the success of his future leadership and to ensure that this board is effective. Many chairs would not be sensitive to that. In my opinion it is essential and instrumental to maximize the board effectiveness going forward.

 

Testimonials

From the Audit Chair:

“The meeting was wonderfully arranged and allowed us to concentrate on our company’s business as productively as possible. We accomplished a lot, I believe, yet we all left with so many good, beefy questions to think on in the next few weeks. All very encouraging.

The evening was beautifully orchestrated. I feel enriched by the dialogue.”

From the Chair and CEO:

“Thank you all for the board meeting the past 24 hours that was so successful. I am truly grateful to be surrounded with such quality folks… a wonderful board… and Johanne’s help to pull this together. Thanks for the hard work at this first board meeting.”

From the Lead Director:

“As I transition from previous chair to lead director I found the session honoring this transition to be both moving and extremely effective. It enabled us to move into the new board structure smoothly and to continue the sense of openness, candor and team that has permeated this group. Johanne did a superb job in creating the environment for the dialogue, seeking input from all, adding her own perspective and wisdom, and facilitating the session. With her energy and caring she established the tone for the meeting and insured that we participated in frank and constructive way.”

From a Board Member:

“Thanks for materials for the board conversation about the climate and future considerations as we transition. Very helpful and provides a wonderful platform to start the new company from.”