Corporate/Board Governance

Our work with executives and boards focuses on people, practices and policies. We focus 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 contributions.

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

  • Are board members being compensated appropriately for the investment they are making?
  • How does the director pay program reinforce the directors' roles as company fiduciaries?
  • 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 so, how should they be structured?

We work with clients to develop a compensation philosophy that supports the strategic business objectives, performance requirements and talent needs of the organization.

The compensation philosophy serves as the foundation for the compensation system, and this philosophy is the compass for designing, administering, communicating and governing compensation policies and programs. Post-design, it becomes the means for measuring how programs are delivering against the philosophy's intent.

When developing a compensation philosophy, we help address the following questions:

  • What is the role of compensation in driving desired performance results and behaviors?
  • What performance criteria should be reinforced?
  • How should total compensation compare to that of peers in the company's competitive framework?
  • What is the desired mix of fixed and variable compensation?
  • What types of compensation programs and delivery vehicles will best align with the compensation strategy?
  • What are the roles, responsibilities and decision rights for the design, approval and management of compensation programs?

A well-governed board builds value, efficiency and effectiveness. Our goal is to help boards operate in a way that leads to better company performance and enhances competitive advantage. We prepare directors to embrace their accountabilities and 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 questions, including:

  • 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 understood by all directors?
  • What mechanisms exist to ensure directors get information in a timely manner in order to fulfill 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?

Evaluations help improve the effectiveness of individual directors, committees and the board as a whole. We work with clients to design and administer evaluations, annual or bi-annual, that enable the board to assess 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 are assessment results used in order to improve performance?
  • How is feedback delivered to the board, committees and individual members?
  • How are skill and experience deficiencies bridged through recruiting and development?

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