Establish the mandate
Define why the board exists, which decisions require approval and where management authority begins.
Board & governance
Build a board that governs.
A private-company board should create accountability, improve decisions and protect enterprise value. If it merely ratifies management’s preferences, it is not governing.
The operating problem
An advisory board advises. A fiduciary board governs.
The distinction is legal and operational. Advisory members provide counsel but hold no statutory authority. Directors owe fiduciary duties to the corporation and exercise formal oversight. Conflating the two creates false expectations and avoidable risk.
Governance is not management. Management runs the company. The board ensures the company is well run.
The engagement
A disciplined process. A defensible result.
Design the composition
Use a skills matrix to recruit directors for where the company is going—not where it has been.
Codify the process
Implement charters, calendars, consent procedures, meeting cadence, board packets, executive sessions and disciplined approval practices.
Make the board effective
Evaluate information quality, director contribution, CEO accountability and the board’s impact on enterprise value.
Scope
Where the work applies.
- Fiduciary board formation
- Advisory board formation
- Independent-director recruitment
- Board and committee charters
- Director skills matrices
- Meeting and packet discipline
- Executive-session practices
- Board evaluations and upgrades
- Ownership, voting and control structures
- Equity-plan and grant governance
- Capital, transaction and succession governance
Good governance begins before the meeting. Board authority, ownership rights, equity decisions and approval practices should be designed before growth, financing or conflict exposes the weakness.