titel
Helping public companies and their suppliers deliver better and more cost-effective programs since 1994

Board, committee & director evaluation services

We’ve been watching this space since the ‘Corporate Governance Movement’ first emerged...and asking, “Why are corporate citizens not paying much more attention, and not being much more proactive in terms of giving their Directors much more than they’re used to?” If ever there’s a group to stay ahead of, and to get some brownie points from, it’s them. And if ever there was a group that loves to be pampered, and fussed over and protected from every conceivable inconvenience, and every conceivable surprise – it’s them too!

Let’s start with what’s probably the most important “Board Support Service” there is; their D&O coverage. Way back in 2002 we did some benchmarking on how often a typical board reviewed the D&O coverage. Less than a quarter of the respondents had done such a review during the prior two years. A year later, post-Enron et al, roughly half the respondent companies had awakened to the perils here - and we’d bet that the numbers have gone higher since. But if your editor were to go on a corporate board again, he’d continue to insist on an annual review of the kinds of events covered and the dollar amounts and any caps, exclusions or other limitations...and on who is providing the coverage…and what their rating is.

Read more

Way back in 2006 we also urged readers to get cracking on making all their Board materials available to Directors over the internet, in a secure environment…and at long last, as noted above, this has been gaining major traction.

Another indispensable service in our book is to get some expert, outside assistance when it comes to evaluating the effectiveness of board committees – and of directors themselves – which stock exchange listing requirement require boards to do. Not so long ago, most such programs were administered internally – maybe with the assistance of outside counsel – and mostly in a very general, ‘check-the-box’ kind of way. Lately, the ante has been going up big-time – as public companies are increasingly eager to prove to activist investors that they have very rigorous evaluation, re-nomination and ‘director refreshment’ programs in place.

There are tons of people who are eager to help here – with everything from designing questionnaires and summarizing the findings, to conducting more probing one-on-one interviews and doing peer reviews on each individual director. So finding and using an outside provider to deal with such touchy and intimate subject matter is one of the trickiest things a corporate officer is ever called on to do.

Our advice: Do not consider anyone who has not spent considerable time in and around board rooms, or anyone whom a director would not consider to be a “near peer” in terms of their general knowledge, and their business and life experiences.

Do not pick anyone who is not a true expert on the kinds of issues facing board members in today’s environment.

Do not pick anyone who comes across as pompous, or full-of-themselves, or worst of all, as a smarty-pants. The best candidates will be the best listeners. Above all, the “chemistry” needs to be exactly right for your corporate culture – and for that of your board as a whole: The career consequences of picking a dud to put before your board are too horrible to contemplate. We have a handful outstanding providers of services like these in our Directory.

Smart corporate citizens are also looking, increasingly, to bring in outside experts for brief sessions on hot-topics du jour: To provide a big-picture update on emerging corporate governance issues – or on cyber-security, for example. (Most directors much prefer brief and highly customized presentation to those at all-day or multi-day “Directors’ Schools.”) In our 1st quarter issue, we proposed a brief pre-annual-meeting info-session for directors and senior officers on the many changes in voter demographics and voting dynamics, on the mechanics of proxy voting (which most directors do not understand at all) – and on the importance of voting their own proxies – which many senior officers and directors fail to do.

When it comes to potential presenters to the board, we’d offer the same advice about ‘facilitators’ as we did in the previous paragraph.

GSG

A Board evaluation is a tool that allows directors to be compliant with listing standards, demonstrate leadership to company stakeholders, and affirm its effectiveness. Choosing the right approach for your board is critical to an effective review. At GSG, we use a unique process that allows directors to develop an assessment focus that fits their board and fosters accountability. Call Denise Kuprionis at The Governance Solutions Group and use her 20 years of C-suite and in-boardroom experience to give your board a credibility advantage.

Denise Kuprionis
GSG: The Governance Solutions Group
513.272.8500
www.gsgboards.com

Jane F. Ludlow, MBA, CPA: Customized Compliance and Governance Consulting

Jane F. Ludlow, MBA, CPA provides customized consulting services to corporations in the areas of corporate policy development and implementation, improving the effectiveness of business ethics and compliance programs, board processes and overall corporate governance matters. Among her projects; developing a Conflicts of Interest Compliance Program, including corporate policies and an Internet-based training program for an international pharmaceutical company, developing concise corporate policies for a large publicly-held insurance company and a redesign of all Board and Committee processes for a university alumni association. Earlier, Ms. Ludlow was Executive Director - Corporate Governance of Bell Atlantic Corporation where she was responsible for development and communication of key corporate policies throughout the corporation, and where she managed governance activities related to Bell Atlantic’s merger with NYNEX. She has extensive experience in managing board processes, agenda planning, meeting content and logistics and board compensation, and for planning and managing shareholders’ meetings.

(215) 620-1350 • janefludlow@gmail.comjanefludlowcpa.com

Veaco Group

Veaco Group is a corporate governance consulting firm founded by Kristina Veaco in recognition of a need for practical governance support for the boards and senior management of both for-profit and non-profit entities. We have direct and personal experience implementing governance processes and we have worked closely with boards as their trusted advisors as governance consultants and previously in our Corporate Secretary roles. As lawyers we understand boards’ fiduciary obligations and the support board members need to meet those obligations. This practical and legal experience sets us apart from many governance consulting firms. We provide independent board evaluations in recognition of the increasing desire of boards to have a trusted third party provider with our particular experience design a process suited to their particular needs and to conduct their annual evaluations.

Our Services include:

  • Board Evaluations/Board Effectiveness Studies
  • Board Skills Assessments
  • Governance Audits
  • Corporate Governance Consulting and Advisory Services
  • Governance Solutions

(415) 731-3111 • kveaco@veacogroup.comwww.veacogroup.com

Morrow Sodali

Morrow Sodali’s evaluation services include a review of current practices including a thorough analysis board structure and policies, preparation and goals, issues and hot topics, personal interview and questionnaires with individual directors which is compiled in report to both the Chairman and the Board of Directors and guidance through implementation of our findings.

Gerard Mucha, COo

(203) 658 9400

morrowsodali.com