An outside director is a member of the board of directors or advisors who is not part of the executive management team. These professionals are sometimes referred to as independent or non-executive directors. They are not employees of the company and are differentiated from inside directors, who do serve as executive managers and/or corporate officers.

Outside directors are advantageous because they rarely have conflict of interest and they often see the big picture differently than insiders. While corporate governance standards of public companies require a certain number or percentage of outside directors because they are more likely to provide unbiased opinions, private companies are normally left alone — but, I highly recommend that unbiased advice.

In today’s business environment, smart organizations frequently seek outside expertise. Traditionally, companies invited advisors to join their board of directors. There is now, however, more risk to these directors based upon recent legislation (Sarbanes-Oxley). While there is formality (shareholder reporting, responsibility, risk, liability) and more expense (D&O insurance, etc.) to a board of directors, there is a budget friendly alternative in the form of a ‘board of advisors’ who is beholden to management. The main difference is in where the fiduciary duty lies: to the shareholders or to management.  Regardless of which vehicle you use, there is great value to be obtained by hiring an outside director.

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Although in a globalized economy business practices become increasingly standardized, entering into global business relationships provides unique challenges.

Here’s the definition of one interim executive’s recent employer: The Dutch-owned company with significant U.K. and Belgian investors had U.S. and Canadian leadership and was doing business in Germany.

For global ventures, especially amid mergers and acquisitions, the differences must be minimized. It’s not your culture, it’s not my culture: it’s our culture. To create that new culture, an early focus on communication styles is essential.

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Flying through the Twittersphere and elsewhere was a scathing letter from an American executive in the tire industry to French Industry Minister Arnaud Montebourg. French daily Les Echos got hold of a copy and published it in all its glory. In sum, he calls the French lazy.

In the letter, dated Feb. 8, Titan International TWI Chairman Maurice Taylor tells the French minister exactly why his company walked away from buying a plant that Goodyear Tire & Rubber Co. GT is shuttering in northern France. The French government had apparently contacted Titan in a bid to get Taylor to reconsider.

Here’s one translation, compliments of Bloomberg, of Taylor’s communique to that French minister:

“I have visited the factory several times. The French workforce gets paid high wages but works only three hours. They get one hour for breaks and lunch, talk for three and work for three. I told the French union workers this to their faces. They told me that’s the French way!”

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There is a corrosion character in our society. The post World War II ethic of loyalty, honesty and commitment has long disappeared. While the current goal-centered individualism has contributed significantly to our entrepreneurial environment, one that is more creative and interesting, it has resulted in significant social and economic instability. Are loyalty, security and ethics casualties of our times?

The news continues to be replete with examples, including our governing Congress that has lost all sense of civility.

In 1835, Alexis de Tocqueville commented that the love of wealth is the motivation for all Americans. This need to accumulate took on more significance and covered more segments of our society as our economy grew. He also suggested that we are better at spending than other peoples. As a result, our greed seems to have undermined the concern for others’ human condition. It is important to note that greed and ambition are vastly different. Without boundaries, greed often infects beyond an individual to poison the entire body upon which an institution is built.

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Veteran interim executive Don Bibeault has more than 30 turnarounds under his belt, ranging from steel mills to financial services companies.

Bibeault knows something about leadership. He’s been doing turnarounds, 9 of which were interim CEO assignments, since the 1970s. He was the first ever recipient of the Turnaround Management Association’s lifetime achievement award.

His best-selling book, Corporate Turnaround, How Managers turn Losers into Winners, has for years been a key text in the study and practice of turnarounds.

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A manufacturing renewal is quietly developing in the United States. The US is re-emerging as a best value manufacturing nation and is now very competitive with low labor cost countries.

Verto Partners LLC, a performance improvement firm serving the middle market as advisors to management, as interim management or in Board of Directors roles, has been tracking this “re-birth” and compiling information regarding emerging trends that currently support and will enable US manufacturing growth to accelerate in the coming decade. Any Company considering its own plans for manufacturing and/or sourcing manufactured components outside of the US should reconsider those plans in light of this developing trend. Furthermore, any non-US company considering manufacturing for the American market should consider investing in the United States.

(This article was co-written with Lance Wimmer.)

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The regular football season recently ended and we, once again, witnessed the annual parade of head coach beheadings. Whether or not you participate in the debates surrounding these firings, it’s hard not to be fascinated by the high profile nature of these events.

However, away from the spotlight similar unceremonious leadership changes are common. A company’s stock falls and the CEO is ousted, a television station’s news ratings declines and the News Director is let go or in-store sales are flat for a national retail chain and the CMO is released.

So what’s the problem? Shouldn’t poor performers be shown the door?

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Large IT Projects are known to be difficult, over budget, overdue and not provide expected benefits

There are many challenges facing a business undertaking large, critical information technology projects. Such projects are known to result in less capability than expected and at a significantly greater cost. In hindsight, can be categorized into fundamental root causes:

• Estimates for costs, schedule and derived benefits are overly optimistic while risks are rarely considered or quantified.
• Project Scope may double or triple during the lifecycle of the project.
• Business logic inherent in legacy systems is often not well understood, thus delaying delivery.
• Cultural and skill requirements from radical changes to critical business processes require a longer period of adaptation than expected.
• And most importantly: senior management, although capable, did not have the time or previous experience needed for success.

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Business owners looking to find a way to share the wealth with those required to help create it have an option in incentive compensation (IC). This concept rewards performance and teamwork that produce results.

If you’re willing to invest in realistic incentives that reward achievement, you’ll reap the proceeds. When employees can see dollar signs, and their goals are clearly stated to clarify direction and eliminate confusion, their mindsets change and they become more creative.

The keys to success with IC are to:

1. Set realistic goals and time frames

2. Hold managers accountable for performance

3. Communicate measurement and reward methodology

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What are your strengths in taking on interim assignments?

I focus on turnarounds of small to mid-sized companies, and on helping healthy companies grow and prosper. One of my strengths is to quickly grasp the major issues a company faces at a high level. After identifying the major issues, I delve into the nitty-gritty and develop a plan with the senior management team to address each challenge. I then lead the execution of the plan, and once the company is on the right track, the management team can successfully run it on their own.

Even if sometimes it ends up being a wrong decision, it’s better to make a decision, than not make one at all.

Give me an example of when you took a company to the next level.

I was brought in as CFO of a telecom company that was losing $4.5 million. I was able to identify the cause of the loss, which was actually one major product, and then work out a plan with their recently hired CEO to exit from selling that product while still servicing current clientele. We also focused on research and development to create and commercialize new products. Within a year the company became cash-flow positive, and continued to be profitable and generate cash going forward.

A good outcome.

Another example – I was referred by an asset based lender to one of their clients, an established distribution company that was losing money. The owners, who were in their late sixties, were looking for an exit, and the lender wanted to get paid in full. I first brought their costs down and then, within six months, I identified an acquirer who purchased the company, and the bank was paid in full. The new owners then hired me for six months to help them with financial and operational challenges. I initiated a drastic change in the way they distributed their products, leading to substantial savings and improved service to their customers. In the end, I helped the new owners increase profitability while becoming more responsive to their customers’ needs.

It sounds like you have worked in many different industries.

It’s one of my strengths. I think the only industry I haven’t worked in is retail. My focus is always finance, operations, and management at the C-level. This diversity helps me bring ideas and best practices from one industry to solve business challenges in another.

What attracts you to interim roles?

When acting as CFO of a company that is doing well, there are usually few challenges. While you can always improve a company’s metrics, I prefer tough challenges, which usually come by way of a turnaround project, or by working with a healthy company aggressively seeking to increase revenue, expand nationally or globally or improve its bottom line. I also find it challenging to work with successful companies interested in expanding through acquisitions.

How so?

Because going after an acquisition involves analysis of the market and identifying potential targets, negotiating the acquisition, and then integrating the acquired company. You need to be highly creative and think strategically, and address the needs of the seller and the buyer so that at the end both sides feel like a winner.

You worked a year and a half at Selway Partners, a private equity group, starting several technology companies and leading $38 million worth of investments and private placements. What did you bring away from this PE experience that has helped you in other assignments?

It honed my negotiation skills and ability to manage multiple efforts at one time. With each startup, I was involved in the due diligence process and negotiating not only with the startup founders, but at the same time I negotiated the investment terms with other private equity groups. We were usually the lead investors and we frequently brought in additional co-investors. Each investment was a relatively complex deal to put together. I needed to make the founders happy with the investors, make the investors happy with the terms of the deal, and coordinate with the accountants and attorneys, basically ensuring everyone was on board with the final terms and conditions.

What was your role after the startup was up and running?

I mentored the CEO and the CFO and helped them with their growth plans. I was actively involved on the finance side and attended board meetings.

You also served as CFO and acting COO of a NASDAQ-listed medical device company. What was the state of the company when you stepped in?

The company had been losing money since its inception about 20 years ago. I remember when I got the call from the CEO, my first question was, “Why would I ever want to join a company like that?” I was convinced to join once he told me about his plans to turn around the company and his exit strategy.

What was his plan?

To invest extensively in R & D to develop new and innovative products. He also planned to invest in sales, marketing and improve the financial and operational infrastructure of the company to support accelerated growth. After joining the company, I developed a plan to reduce costs and increase efficiency and productivity.

Were you successful?

Two years later the company had better cash flow and increased productivity. We reduced inventories by better managing the purchasing cycle and vendor relations, we increased manufacturing productivity by more than 200 percent in five months by improving the manufacturing and the quality control processes, and we restructured the balance sheet. I also improved the accounting process and the SEC filing, increased transparency and implemented Sarbanes-Oxley.

What is the biggest mistake troubled companies make?

I cringe when I hear “We’ve always done it this way, so it’s the right thing to do.”

True! Where do you go with that?

This type of statement gives me the incentive to find a better way of planning and executing a process, by evaluating it from a different angle, in order to improve it or change it entirely. The fact that somebody has done something for many years is not really a good reason to continue doing it in the same way.

You have experience working with and serving on boards of directors. What are the attributes of a good director?

You have to be direct and honestly express your opinion. This is important because boards tend to not ask the tough questions. They often listen to what the CEO is presenting, and usually approve what is asked of them. I’m always inquisitive, and before reaching a decision, I take into account the CEO’s suggestions, while considering the board’s view and what’s best for the shareholders.

That’s a tough challenge.

I am able to deal with tough decisions. Even if it sometimes ends up being a wrong decision, it’s better to make a decision, than not make one at all. I also have high integrity and strong ethics, which make people want to work with me.

Tell us about an ethical challenge or lack of integrity?

I was contacted by a board member of a company I did some restructuring work for a few years earlier. He asked me to come in and take a look at the financials of a company he invested in, because he suspected the CEO was not giving him the correct records. Within a week I found that the CEO was defrauding him and the bank.

What did you do next?

I met with the bank, the CEO, and the investor and told them what I found. A week later the CEO was fired and I was installed as the interim CEO. My goal was to help the bank recover some of its losses and then prepare the company for sale. Within a year and a half, we were able to sell the assets and recover part of the bank’s losses. The bank gave me a few more restructuring assignments after that.

How do you describe yourself as a leader?

I am a very demanding, but fair leader. I always make sure that if my team needs to stay late in order to meet a deadline, I stay with them and am available to answer questions or respond to a crisis. I also make sure they get rewarded in some way for their hard work. I highly value each and every employee’s contribution to a company.