Boards of Directors
Many members of Boards of Directors of American companies particularly outside, independent directors are experiencing increasing frustration and pressure as they cope with a new set of challenges and expectations in the after math of the infamous corporate scandals of the last few years.
The corporate scandals of recent years and the reaction that has followed from both the general public and lawmakers have imposed New Expectations and legal requirements on Boards; and Sarbanes-Oxley has given them both urgency and permanence. The Board role of protecting the interests of shareholders has been more clearly defined, and pressure has increased to invigorate that aspect of a Board's duties. This increasing pressure, though well intentioned, has come with little constructive advice for the average Board member in terms of exactly what he or she is supposed to do to improve this oversight.
At the same time, there are forces at work creating pressure to minimize confrontation with both management and with other Board members. This further complicates efforts to exert effective oversight.
(For a more detailed discussion, please see the white paper, ("A Board Member's Dilemma"):
Chesterfield Group, acting as an independent third party, provides a set of highly focused advisory services to Boards of Directors to assist in dealing with these and other issues. Examples of specific services are:
- Business Model review,
- Assistance with Corporate Strategy development,
- Acquisition approval,
- Management oversight "buffer".
Although these challenges can exist in the performance of many of the Board's responsibilities, we will focus here on two Case Studies:
- Board participation in development of a company's Business Model
- Approval of the acquisition of another company.