Board of Directors Development
Board of Directors Structure
Investors, insurers, regulators, and creditors demand board of directors structure, composition, staffing, and practices that produce good corporate governance and minimize the risks that poor governance engenders. A plethora of legal and regulatory requirements has also challenged CEOs, boards, and corporate staffs to implement new structures, procedures, and practices. As expectations and requirements change, relationships among those with governance responsibilities are changing rapidly, too.
Masters-Rudnick & Associates helps design and implement board of directors structures and governance practices that enable boards to act effectively in a collaborative, coherent, and efficient manner to create long-term value for the company, its shareholders, and its other constituencies. We provide:
- Board and committee organizational and structuring assistance
- Improved board structures and practices tailored to the particular needs of the company
- More efficient organization of board and governance administrative matters (information flows, corporate secretarys office, codes of ethics, to name only a few)
The result: a board and committees organized and functioning effectively to realize the organizations long-term strategy.
PREPARING TO GO PUBLIC:
We also help private companies as they go public to develop sophisticated, efficient governance practices and procedures. The moment a company goes public, the relative simplicity of the board of directors structure, filing requirements, and governance procedures evaporates. To avoid chaos, the new public company must be prepared to fulfill immediately the requirements imposed on a company listed on the stock exchanges.
In addition, a knowledgeable board must be in place, its required committees chosen and ready to function, the annual calendar of required board reviews and actions for each meeting set, and the board prepared to use best practices in its operations. These requirements demand a practical knowledge of good corporate governance operations.
Because a newly public company often has directors new to the company and certainly new to one another as a working board, we not only help establish appropriate practices, agendas, calendars, and information flows, but also ensure smooth dynamics among directors, and between directors and management, during this transformational time.
In most companies, staff responsibilities for the board fall to the corporate secretary or the general counsel. The logistics of the boards requirementsinformation flows, performance reports, travel and meeting arrangements, and compensationrequire much attention. In addition, the mechanical aspects of the governance infrastructuretransfer agent, proxy solicitor, on-line filing of Section 16 reportsmust be ready to function.
We help establish the corporate secretarys office and train the secretary and the secretarys staff. Overstaffing is costly, and our approach is to create as efficient an office as possible with minimal permanent staff. The results? A board of directors structure that works smoothly and responsively to directors needs, an office that can meet SEC and stock exchange requirements immediately, and investors and insurers who have confidence in the new company.