What is Corporate Governance? A question I’ve been asked a lot since launching my new venture last month. Essentially, it is the internal rails on which a corporation runs. And companies with good Corporate Governance align those rails into a framework that enables it to move forward smoothly and confidently, achieving its strategic goals effectively and efficiently at every stage of its journey. It is determining who is responsible for what and how to hold people accountable.
There are many facets of a good corporate governance program. For a corporation, the Board of Directors is a key component of the governance framework with ultimate oversight of management and accountability to the company’s stakeholders, including its shareholders, customers, employees, regulators and the communities in which it operates.
Below are some questions for senior management to consider regarding the Board of Directors when establishing or evaluating a Corporate Governance framework:
- What is the appropriate structure for our company’s board? How often should it meet? Who determines the meeting agendas? What corporate records need to be created and maintained with respect to board meetings and actions?
- What board-level committees do we need? What is the role of each committee? How do we document those responsibilities? What tools and resources do board members need to carry out their responsibilities on the board and committees?
- What is the appropriate size and composition of our board? What skills and experience do we need to look for in board candidates? What does succession planning look like at the board level?
- How does the board receive information from management? What does a good board presentation look like? How do we assess whether or not the board is receiving the information it needs to make informed decisions and carry out its oversight responsibilities? How do we document, address and follow-up on board feedback, directives, questions and requests for additional information?
- How do we periodically assess the effectiveness of the board and each of its committees? How do we assess that the board has the appropriate level of independence to carry out its mandate? How do we create and maintain a board culture that encourages candid discussion and debate?
- What ongoing training and education do board members require? How do we prepare and implement a board training and education plan?
If you would like to have a discussion about or require assistance with any of the foregoing, please feel free to schedule a time with me here.
