Finance and The Boardroom

Finance and the Boardroom

Finance and the Boardroom

Equipping board members with the essential knowledge and skills to understand and engage with the financial aspects of the company. The focus is on practical, board-level financial oversight rather rather than technical accounting or operational finance.

Purpose and Goals

Bridge Knowledge Gaps

Provide a clear understanding of financial terminology, statements, and metrics without requiring prior finance expertise.

Focus on Oversight

Emphasize the board member’s role in financial governance, risk management, and strategic decision-making.

Practical and Strategic

Use real-world case studies and expert-led sessions to make financial concepts accessible and relevant.

Tailored and Flexible

Designed for board members from diverse backgrounds and offered in various formats (online, modules, 1-2 day courses).

The goal is to empower directors to:

  • Effectively interact with finance at boardroom level.
  • Fulfil their legal and fiduciary duties related to financial oversight.
  • Interpret financial reports and ask critical questions.
  • Understand the link between financial strategy, overall business objectives, and decision making.

How and Where Board Members Interact with Finance

Board Meetings

How: Receive and discuss financial reports from the CFO, discuss variances, and assess financial implications of proposals. Directors ask questions to clarify assumptions and challenge strategies.

Role: Scrutinize reports, ensure alignment with strategic goals, and approve major financial decisions.

Committee Work (Audit, Finance, Risk)

How: Engage with auditors, review internal controls, and discuss financial risks. Directors focus on clarity, compliance, and strategic alignment.

Role: Provide oversight, ensure transparency, and validate the integrity of financial processes.

Strategic Planning Sessions

How: Evaluate financial projections, capital allocation plans, and funding strategies for growth initiatives (e.g., M&A). Assess how financial strategies support the company’s mission.

Role: Approve strategic plans, prioritise investments, and ensure financial sustainability.

Stakeholder Engagement

How: Communicate the company’s financial health and strategy at AGMs, investor briefings, or regulator interactions, often in accessible terms.

Role: Act as ambassadors, ensuring confidence in the board’s financial oversight.

Governance and Compliance

How: Ensure compliance with reporting standards (e.g., IFRS, GAAP), approve policies, and oversee ethical financial practices.

Role: Uphold governance standards and protect the company’s reputation.

Practical Items Board Members Might Face

1. Strategic Level: Setting and Supporting Financial Direction

Reviewing and Approving Annual Budgets

Item: Proposed annual budget with projections, expenses, and capital expenditures.

Task: Assess if the budget supports strategic priorities (e.g., expansion, R&D).

Ask: Are revenue assumptions realistic? Is there sufficient investment in key areas?

Example: A director questions a 20% marketing spend increase, asking if it aligns with market trends and expected ROI.

Evaluating Major Investments

Item: Proposal for a R10M factory expansion, with NPV and payback calculations.

Task: Understand key metrics (NPV, IRR) and assess risks (market demand, cost overruns).

Ask: What are the financial/non-financial benefits? What are the contingency plans?

Example: A nonprofit board reviews building a new centre, weighing donor funding against long-term maintenance costs.

Approving Mergers or Acquisitions

Item: Due diligence report for acquiring a competitor, including valuation and financing.

Task: Evaluate the financial rationale (cost savings, market share) and risks (integration costs, cultural fit).

Ask: Does the deal create long-term value? Can we afford the debt?

Example: Directors question a startup’s valuation based on its projected cash flows.

Assessing Funding Strategies

Item: Proposal to raise capital through equity or a bank loan.

Task: Compare costs of capital (dilution vs. interest) and impact on financial stability.

Ask: How will this affect our balance sheet? Are there alternative funding options?

Example: A board evaluates a loan for automation, probing repayment terms and cash flow impact.

2. Oversight Level: Monitoring Financial Performance and Risks

Analysing Financial Reports

Item: Quarterly statements showing a decline in gross margin.

Task: Identify trends using ratios (e.g., gross margin %).

Ask: Why is profitability dropping? Is this a one-off or a systemic issue?

Example: A healthcare board notices a cash flow shortfall and questions if delayed insurance reimbursements are the cause.

Reviewing Variance Reports

Item: Report showing actual expenses 15% above budget in Q2.

Task: Understand reasons for variances and assess management’s corrective actions.

Ask: What steps are being taken to control costs? Are these variances justified?

Example: A university board reviews overspending on facilities and debates reallocating funds.

Engaging with External Auditors

Item: Audit report flagging weaknesses in internal controls over procurement.

Task: Discuss findings with auditors, focusing on risks and remediation plans.

Ask: How serious is this issue? What is management doing to address it?

Example: A charity board learns of expense reporting discrepancies and pushes for stronger policies.

Assessing Financial Risks

Item: Risk register highlighting currency fluctuations as a major threat.

Task: Evaluate the financial impact (e.g., on export revenues) and review hedging strategies.

Ask: Are we adequately protected? What’s the cost of mitigation?

Example: An agribusiness board discusses exposure to commodity price volatility.

3. Operational Level: Supporting Financial Decisions with Strategic Context

Approving Dividend Policies

Item: Proposal to increase dividends by 10%.

Task: Balance shareholder expectations with cash reserves and reinvestment needs.

Ask: Can we sustain this payout? Does it limit growth opportunities?

Example: A utility board debates dividends vs. infrastructure upgrades, prioritising long-term reliability.

Reviewing Cost-Cutting Proposals

Item: Plan to reduce headcount by 5%.

Task: Assess financial savings against non-financial impacts (morale, brand reputation).

Ask: Are there alternatives? What’s the long-term impact?

Example: A retail board evaluates store closures, weighing cost savings against market presence.

Evaluating ESG Investments

Item: R2M proposal for solar panels.

Task: Analyse financial returns (energy savings, tax incentives) alongside ESG benefits.

Ask: How does this align with stakeholder expectations? What’s the payback period?

Example: A board approves green initiatives but requests a clearer ROI timeline.

Scrutinising Executive Compensation

Item: Proposal for a CEO bonus tied to financial performance metrics.

Task: Ensure bonuses align with long-term value creation, not short-term gains.

Ask: Are the metrics (e.g., EPS, revenue) appropriate? Is the package competitive?

Example: A board revises bonus criteria to include customer retention, not just profit.

4. Governance Level: Ensuring Compliance and Ethical Financial Practices

Approving Financial Statements

Item: Annual financial statements for shareholder approval.

Task: Confirm statements are accurate, compliant (e.g., IFRS), and fairly represent performance.

Ask: Have all material risks been disclosed? Are we confident in the audit?

Example: A board signs off on accounts after clarifying a large provision for litigation.

Ensuring Regulatory Compliance

Item: Regulatory notice requiring enhanced financial disclosures.

Task: Understand compliance implications (costs, reporting) and ensure adherence.

Ask: Are we meeting all legal requirements? What support does management need?

Example: A financial services board oversees compliance with new anti-money laundering rules.

Addressing Fraud or Ethical Concerns

Item: Whistleblower report alleging inflated revenue figures.

Task: Support an independent investigation, review controls, and ensure transparency.

Ask: How did this occur? What safeguards are now in place?

Example: A nonprofit board investigates misused donor funds, strengthening expense approval processes.

Setting Financial Policies

Item: Proposed policy on debt limits (e.G., debt-to-equity ratio < 1).

Task: Evaluate the policy’s impact on financial flexibility and risk.

Ask: Does this align with industry norms? Will it constrain growth?

Example: A construction firm’s board sets a conservative debt policy to maintain credit ratings.

Practical Tips for Directors

  • Ask Clarifying Questions

    Don’t hesitate to seek explanations for jargon or assumptions (e.g., “Can you explain what EBITDA tells us here?”).

  • Focus on the Big Picture

    Concentrate on strategic implications and risks, not technical details.

  • Leverage Committee Expertise

    Rely on audit or finance committee members for deeper financial insights.

  • Use Training Resources

    Apply knowledge from finance training programs to real board scenarios.

  • Stay Curious

    Regularly review financial updates and industry trends to build confidence over time.