Practices

Corporate Governance

Our work with executives and boards focuses on people, practices, and policies. The application of these elements begins to define the behavioral dynamics of a corporate board. Within these elements, we hone in on six critical areas (composition, rewards, operating discipline, dynamics, development, and compliance and disclosure) to ensure directors are prepared to assume their roles, make informed decisions, operate with integrity, and are appropriately rewarded for their contribution.

Corporate Governance Design and Effectiveness
Director Compensation
Board Evaluations

People The Best Talent	Practices Doing the Right Things	Policies With Credibility and Integrity
Composition	Rewards	Compliance and Disclosure
Mix, Skills and Experience Selection Criteria and Process Board Succession Planning	Compensation Continuous Learning Sharing of Expertise Prestige / Affiliation	Regulatory Compliance By-laws, Guidelines and Written Codes Transparency Sarbanes-Oxley Compliance
	Operating Discipline
	Structure Roles and Accountabilities Decision Rights Performance Measures and Standards Documentation Evaluations Meeting Effectiveness Internal / External Communications
	Dynamics
	Engagement and Interaction Objective Problem Solving Facilitation / Conflict Resolution Cross-Committee Collaboration Decision-Making Processes
	Development
	Board Capability Planning Assimilation of New Members Skills and Knowledge Development

Corporate Governance Design and Effectiveness

A well-governed board helps build goodwill, value, efficiency and effectiveness. As advisors to boards, our work focuses on the outcomes of effective governance. Our goal is to help boards operate in a way that correlates to better company performance and enhances competitive advantage. This involves making sure that directors are prepared to take on their accountabilities and also grow and serve the organization to their best ability. We work with clients to ensure that onboarding exists to get directors acclimated and that rotation is used to broaden director expertise. In addition, we help clients address issues such as the following:

How are the rules of engagement for board dynamics articulated and shared with directors?
Are committee charters in place? How are decision rights communicated to ensure they are unambiguous and understood by all directors?
What mechanisms exist to ensure directors get the right information in a timely manner in order to fulfil their fiduciary obligations?
How are directors kept abreast of legislation and regulations?
How can evaluation programs be used to improve Board contributions and overall governance effectiveness?

Director Compensation

We work with boards to evaluate director compensation policies and practices to ensure they are both competitive and aligned with the company’s director pay philosophy. We analyze, and redesign as appropriate, all compensation elements: cash retainers and meeting fees, annual equity grants, and committee compensation, including meeting fees and retainers, chair and lead director compensation. We focus on issues such as the following:

Are board members being compensated appropriately for the investment they are making in the company?
How does the director pay program reinforce the directors’ role as a company fiduciary?
What is the appropriate mix of cash versus equity and board versus committee pay?
Given the operating dynamics and meeting schedule of the board, should payments be weighted towards meeting fees or retainers?
Are ownership and holding requirements necessary, and if yes, how should they be structured?

Board Evaluations

Evaluation helps to improve the effectiveness of individual directors, committees, and the board as a whole. We work with clients to design and administer evaluations, whether annual or bi-annual, that enables the board to take stock of strengths and pinpoint developmental needs. We provide feedback and advise boards on ways to address potential issues.

What mechanisms are in place to assess the performance of the board, committees, and individual members?
To what extent do directors fully participate in evaluations?
How is assessment results acted on in order to improve performance?
How is feedback delivered to the board, committees, and to individual members?
How are skill and experience deficiencies bridged through recruiting and development?