Corporate Governance


Corporate Governance has not had so many moving pieces in years.  With activist investors, legislators, regulators, lenders, unions, and management placing increasing demands for the board's time it seems as if there is no way everything can be done on time in a professional and thorough manner.  Long term strategic thinking, management development, well crafted compensation plans, risk recognition and management, and monitoring of operations seem to risk falling by the side as more and more board time is diverted to compliance and regulatory activities.  The rules seem to be changing daily, and there is great uncertainty as to just what is the best approach to guide a board as they strive to meet their responsibilities.


Directors are busy people.  Most directors serve on one or two boards and have full time employment or professional careers to focus on.  Keeping up with the body of regulations, listing standards, rating criteria, and legislative focus can become a full time job.  


Corporate Governance Advisors' goal is to be a valuable resource to boards, helping them work their way through the governance labyrinth efficiently and effectively and allowing them to spend more time focusing on the important issues facing their business.


By Directors - For Directors


Corporate Governance Advisors' professionals are all current board members and have a wealth of experience in a diverse range of board roles.  From Fortune 1000 public companies to start up technology companies to rust belt manufacturers and global enterprises, we have seen it up close and personal.  In addition to serving as directors, our principals have generally served as "C" level corporate officers, including Chairman, Chief Executive Officer, Chief Financial Officer, President, and General Counsel.  The experience and perspective of our advisors allows them to better understand our clients' concerns and to provide advice and feedback that is grounded in real life.


Because we work only for our client boards and do not sell research or provide third parties with recommendations on proxy voting, we are able to dive deeper into the realities of our clients' situation than any of the governance rating firms.  We provide no services to our clients other than corporate governance advisory services.  We do not provide legal, accounting, tax, compensation, benefits, executive recruiting or financial advice to boards or their management. We do not work for management or outside third parties - we only work for boards of directors.  The confidentiality and trust that arises through our "by directors for directors" philosophy allows for a far richer consulting experience for our clients.


Although some of our consultants may be attorneys, we do not prepare documents, provide legal advice, or act as an advocate for the company in a dispute.  We do identify areas of concern and make recommendations to our clients for changes they may wish to make.  We are happy to work with our clients internal or outside legal counsel so that the appropriate parties can provide necessary legal advice and prepare any documentation that the client may wish to undertake.


As directors ourselves, we are very sensitive to conflicts of interest, real or perceived.  Before undertaking any engagement we perform a conflicts check to be sure that our organization and any consultants who may be assigned to an engagement have no potential conflicts with a potential client, its directors, management, or any related party.  We execute non-disclosure or confidentiality agreements as well as standstill agreements that prohibit our staff from purchasing shares of any client company.  Our record retention policy is engagement specific based upon the request of each individual client.


Our Philosophy of Corporate Governance


We are often asked, "What is the best practice in corporate governance".  The answer, to the chagrin of many, is "It depends."  Best practices in corporate governance will vary from company to company depending upon their individual facts and circumstances.  What set of practices constitute the best practices for a publicly traded, large cap multinational manufacturing company may be very different from what may be considered the same standard for a fast growing technology dependent micro cap firm.  In addition to differences in resources and organizational complexity, best practices in corporate governance should reflect the organization's culture and values.  We do not accept the oft repeated refrain that one set of practices is best for every enterprise.