Building Strong Boards and Corporate Governance

It is the Board of Directors that is ultimately responsible for the success of an organization, not its management. It is the role of the Board of Directors to ensure that the organization has the right people, with the right personalities, in the right seats.

In light of the heighten public awareness regarding the roles played by Boards of Directors in the governance of Corporations and general concerns corporate management teams have regarding the involvement in the affairs of the Corporation on the part of their Directors, Board Chairs have the clear responsibility to develop Board of Directors’ Governance Framework that fully address public concerns and clarify and enable effective relationship between the Board and the Senior Management Team.

Best in Class Boards of Directors see good Corporate Governance as equally vital to the effective and efficient operation of the Corporation. Good Corporate Governance demonstrates the Board's ability to independently direct and evaluate the performance of the Corporation's management as well as that of the Board members themselves.

A best-in-class board is much more than a roster of prominent names. A best in class board is well-balanced team that harness the diverse experiences, skills, and intellects of their directors to pursue the strategic objectives of the organization they serve. A best-in-class board works in a disciplined manner against a defined best-practices framework encompassing charters, policies and procedures and fail-safe mechanisms.

Leveraging past experience, RGB Global has the ability to provide Management and Shareholders, with information regarding best practices surrounding boards in public and private organizations, including:

The roles and responsibilities of the board, chair, directors, board committees, the corporate secretary, the CEO, the CFO, and senior management;
The preparation for board and committee meetings, the nature of pre-meeting materials provided in advance of meetings and in-meeting presentations/materials;
The facilitation and running of board meetings, and
Assisting with the application of these best practices to its clients.

The RGB Global approach uses several sources as reference points, including:

Statement of Corporate Governance Practice used at other corporations;
Institutional Shareholder Services’ Corporate Governance Quotient;
“Findings from the 2001-2002 Entrepreneurial Boards Survey”
The National Association of Corporate Directors; and
“Beyond Compliance: Building a Governance Culture”
Joint Committee on Corporate Governance.

RGB Global can also provide expertise on the key elements of a proper Corporate Governance Framework and assist with development those elements, identifying any gaps/weaknesses, and providing insight into the key issues that must be addressed in operationalizing a Corporate Governance framework.

Boards of Directors may have several committees, each with a clear charter. Typically, these would include minimally a Governance Committee, an Audit Committee, a Nominating Committee, and a Compensation Committee; and optimally, a Strategic Planning Committee, a Risk Management Committee, and an Investment Committee.

RGB Global can assist in the creation of Board of Directors’ Charters that will establish clearly the role that the Board of Directors intends to play in the development of the Corporation. In doing so, it will also establish the expected reporting mechanism that will be required from the Corporation to keep the Board of Directors informed. This document will also establish the Governance Guidelines that the Board will impose upon itself on managing its affairs.

RGB Global can lead the development of key documents of your Corporate Governance package, including:

Corporate Governance Statement
The Board of Directors Charter
Charters for the Board’s Committees such as Governance, Audit, Nomination, Compensation, Strategic Planning, Risk Management, Investment, and other such Committees
The Board’s Policies and Procedures Manual
Board and Committee Chair Position Descriptions
Key Corporate Policies and Procedures such as Nomination Policy, Code of Business Conduct and Ethic, Whistle Blower Policy, Trading Policy and Corrupt Practices Policy, and Conflict of Interest Policy

Finally, RGB Global can further assist with the on-boarding of Directors.

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Published at 20:01

11 March 2011