Corporate Governance Consulting Services

Corporate Governance Advisors Inc. provides a broad range of corporate governance consulting services to our clients, ranging from ad hoc projects to full compliance/best practice audits of their corporate governance practices.  From the large project to the small, we are always available to our current or future clients to kick around an idea over coffee or address a specific corporate governance issue.

Our main areas of corporate governance consulting services are:

Corporate Governance Audits

Few companies have the resources in breadth of experience or time to perform a complete review of their own corporate governance practices.  Yet many boards would find such a comprehensive corporate governance audit valuable.  While it is not uncommon for a member of the internal or outside legal staff to review charters, by-laws, articles of incorporation and other such documents, such projects are frequently done from a purely legal point of view and do not take into account developments within the broader corporate governance environment. 

Our comprehensive corporate governance audit includes not only a review of each document considered part of a client's governance system, such as its corporate governance guidelines, code of ethics, committee charters, by-laws, articles of incorporation, board information packages, and the like, but it also looks behind the premise of the documents to see how they are implemented in practice.  In our review process we not only read these documents and compare them to regulatory and market listing criteria and academic reviews, we speak to directors and ask how board and committee meetings are actually conducted, what gets done and what doesn't, and how they feel about their corporate governance practices.  We look at the criteria used by the major corporate governance rating agencies, such as ISS/Riskmetrics, and Glass Lewis to develop their ratings in an effort to identify areas where our client may be taken to task or have an issue arise in their next proxy.  Our purpose is not so much to state that the rating agency's criteria is correct but rather to bring any areas where a conflict may arise to the attention of our client so that they can consider the issue before it becomes a point of contention.  We follow a similar process with regards to the corporate governance guidelines identified by major investors, such as CalPers, CalSters and TIAA-CREF.  We also identify current topics of interest from the media, legislators, investors, and academia and compare our clients' practices to those situations with the focus being an evaluation of their possible future impacts.

Our corporate governance audit report, submitted in writing at the conclusion of the engagement, will provide an executive summary of our findings and recommendations along with a detailed analysis of our review, our recommendations and ways to implement those recommendations so as to improve the efficiency and effectiveness of our client's corporate governance practices.

Board Evaluations

One of the most valuable and performance enhancing endeavors a board can undertake is a periodic board evaluation of its performance and that of its committees and, often, individual directors.

Board rooms are busy places, with crowded agendas, important decisions on the table, and more moving pieces than seem possible to marshal together.  Frequently this leads to an inability for thoughtful introspection and evaluation of the performance of the groups and individuals making up the board.  Corporate Governance Advisors acts as an impartial facilitator of the board evaluation process, helping to develop the board evaluation criteria and questionnaires, distribute and collect the surveys, conduct follow-up or in lieu of questionnaire interviews with individual directors, and aggregate and deliver the results of the board evaluation to the respective group or individual as requested.

Board Effectiveness Audits

At times, a board may have excellent policies and procedures in place but just doesn't seem to be hitting on all cylinders when it comes to completing their work in an efficient and effective manner.  Meetings running over schedule, issues not being discussed to the fullest extent, information overload or shortcomings, and an inability to meet the demands of today's reporting and compliance activities while still overseeing management development, the creation, implementation and monitoring of strategy, and risk management combine to create a scenario where an independent observer with deep experience in the practice and theory of governance can make a valuable contribution.

Other Corporate Governance Consulting Services

In addition to our three main service areas, we work with clients to address a seemingly endless list of board level issues including the following:

• Designing a board skills matrix for the future
• Developing work plans for the board and its committees
• Developing succession planning policies for senior management
• Developing a process for board oversight of strategy
• Developing procedures for the board to oversee risk management
• Expert Witness Testimony (on behalf of boards only)

In the course of their careers as directors, our principals have worked their way through almost every situation a director can face, including:

• Proxy fights
• Acquisitions and divestitures
• Debt offerings
• Equity offerings
• Government investigations
• Succession events
• Workout and restructuring
• Management development
• Incentive plan development

We stand ready to put our experience to use for our clients - by directors, for directors.  We've been there and we know what it's like.