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By Steve Heck posted

At a recent CIO Association Toronto Chapter meeting we were fortunate to have Lib Gibson, Adjunct Professor in the Strategic Management
area, Scott Campbell, a member of the Institute of Corporate Directors of Canada and a former CIO for the Ontario Government, and our own
Dave Codack talk about the CIO and IT from the perspective the Board of Directors. This is always an area of keen interest within the CIO
community and as you would expect, the meeting was lively and engaging.

A lot of ground was covered but a couple of key points stuck with me. Firstly, the Board of Directors is focused on governance and risk
management, leaving little time for business and IT strategy discussions. While the Board likes to be involved in these discussions, they
tend to be left to the CEO and business leadership with a regular updated to the Board and its committees. The lesson for CIOs is use your
time with the Board wisely to land your message in language to which they will connect. Don’t take the risk of losing your audience, which
can happen quickly given the volume of issues boards have to deal with.

Directors do want to better understand the impact that the IT function and industry trends are having on their business if for no other
reason than to help them manage the associated risk. This is a great opportunity for CIOs to spend time educating key Directors outside of
the Boardroom. If there is a need, set up time with one or two Directors over lunch to bring them up to speed. One note of caution is
that is must be with the blessing of your CEO since he/she is the single point of contact with the Board of Directors. Go around the CEO
to the Directors at your peril.

Boards are increasingly becoming aware that they need more IT experience at the Boardroom table. CIOs are new becoming more sought after
to sit on Boards in the same way representatives of HR were added over the past decade. That said, don’t expect to be added to a Corporate
Board of Directors out of the gate. It’s more likely that you’ll land a board position in a non-profit organization, before you’ll take
on a corporate Director role. Corporate Directors tend to be hand-picked or recruited via a search firm specifically for their skills,
experience and contacts. It’s a great role for many retired CIOs who still want to be active as it does consume a lot of time to be a
professional Corporate Director.

Finally, they key attribute of a Director is passion for the organization. Each of our guests indicated that their experiences were at the
same time, some of the best and some of the worst in their professional careers. Your calendar can be hijacked should the organization run
into serious issues because as Directors, you are ultimately accountable for dealing with the issues on behalf of the shareholders /
stakeholders. The process of replacing a CEO can be a huge drain on a Director’s time – even more draining is dealing with a legal or
regulatory issue. Passion for the organization’s objectives was a key element for Lib, Scott and Dave sin keeping them energized as
Directors.

In the end, CIOs are an increasingly important resource to the Board of Directors and CEO to drive the business forward and to manage the
associated risks. While CIOs will have limited time with the Board and individual directors, it’s critical that the time is used
effectively both inside and outside of the Boardroom. The Board can be a highly coveted resource to IT if the IT function is adding value
in the process.

Steve Heck
Microsoft IT – Canada & US Eastern Region

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