“You need a board of advisers.”
When my bank manager talks, I usually listen. But when Stan Sitten said I needed a board, I asked, “What the heck for?”
“Your business needs better governance, Cumulo,” said Sitten. “You need a board of experienced businesspeople who can advise you and help Nimbus Co. expand.”
“We’ve survived without a board for 20 years,” I said. “Why do I need one now?”
“Your business is growing,” said Sitten. “The world is more complex. You need more help than Kennel, Wurst and Wannabe are able to give you.”
“That’s Kernel, Wirtz and Wanda,” I said, angrily. “And they’re the ones who have built this company. Why sideline them now?”
“Not sideline,” said Sitten. “Supplement. You need people with more experience advising you, savvy business intellects who can help conserve what you’ve built and suggest new ideas.”
“Yeah? Where were the directors when Enron was doing — well, whatever it was they were doing?”
“Come on,” said Sitten. “Enron is hardly relevant …”
“And where was your board when your bank lent Enron money?” I asked. “Your bank took a huge loss on Enron. And my account fees went up 8%.” For once, Stan Sitten was speechless. I left the bank floating on cloud nine.
But, days later, I couldn’t forget our conversation. I had flustered my banker with Vulcan-level logic, but secretly I knew he was right. Nimbus is growing. I don’t have all the answers anymore. (Okay, I never did. But I used to know what questions to ask.) And Kernel, my excitable vice-president, and Wanda, our self-taught general manager, are racing just to keep up. When questions crop up about risk management, global issues or alternative financing, they have nothing to give. Lately, I’ve been making more decisions on intuition alone. (My wife calls it guessing.) Having a group of advisers sounded like a good idea.
So I called my lawyer, Rhonda Runaround. Her advice costs more than a banker’s, but I refused to let Sitten know he’d won. “Hi, Rhonda,” I said. “What do you know about forming a board of directors?”
There was a pause as she turned over the massive hourglass on her desk. “We’ve done a lot of these lately,” she said. “What kind of board are you looking at? Simple advisory boards are popular this season. Or do you want a full governance board, which includes giving complete strangers stock options and the right to oust you as CEO?”
“What have you got in between?” I asked. “Well,” said Runaround, “we have a special this week on OutBoards, a package of nine experienced advisers. They have a lot of horsepower, but promise not to rock the boat. And if you want involvement, we’ve got a good ParticleBoard — a group of retired accountants who will critique every business decision you make and second-guess you to death.”
She told me to choose a package so she could fax me the legal paperwork and a list of candidates. “We’ll give you 12 names to choose from. And if you buy today, we’ll throw in a paperback copy of Robert’s Rules of Order and 10% off boardroom rentals at the Ramada.”
“But Rhonda, I was really hoping for something a little more personal,” I replied.
“You could put together your own board,” said Runaround. “But identifying potential directors can take months. And some people might actually try to run the company. Believe me, you don’t need the hassles.”
“But doesn’t that defeat the purpose?” I asked.
“I bet you’re just looking for a board to impress your banker,” she said. “Here’s what we’ll do. You pick a board package, and we’ll throw in one partner from our firm, guaranteed to attend at least one meeting a year. Plus, we’ll invite your bank manager to join. Depending on the directors’ fees you’re paying, that may be all he’s after anyway.”
Maybe I didn’t need a board after all. “Send me a bill, Rhonda,” I said. Her invoice was in my e-mail box by the time I hung up the phone.
Just then, Kernel rushed into my office to tell me that our big shipment to Vienna had gone missing. “But don’t worry,” he said. “I’ve got everyone in Australia looking for it.”
It was then I realized Stan Sitten was right. Nimbus does need help. Reaching for my Rolodex, I decided to build a board for the ages. Even if they do need stock options.
