Dr. Earl R. Smith II

Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

After doing a board assessment and dealing with the strategic issues as organization, resourcing and population, my board advisory practices tend to turn to the committees. One of the most sensitive tends to be the compensation committee. If management has been in a dominant position relative to the board, this committee has operated under their control and in their interest. Management can be shocked that directors now intend to operate with the interests of the shareholders in mind – and that change of direction can lead to some significant conflict. Continue reading “Good Governance – The Compensation Committee” »

Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

I have served as Chairman of the Board a number of times and helped others fill the same role. It is the most critical position on any board for two fundamental reasons. First, the Chairman is responsible for the operation and effectiveness of the board. The fiduciary obligations, which each director has to protect and enhance shareholder value, can only be accomplished by a well-organized and focused board. Second, the Chairman is the principal contact with the senior management – particularly with the CEO. In corporate terms, the board as represented by the Chairman is superior to the CEO in authority and power. Nevertheless, many Chairmen fail because they reflexively assume a subordinate role. Recent scandals demonstrate the risk inherent in that approach. The Chairman must be strong enough to dominate the CEO and senior team when necessary. Continue reading “Good Governance – The Chairman’s Role” »

Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

My work with boards often focuses on the need to go well beyond the normal and expected. Visionary boards make contributions to a company that go well beyond the preservation and extension of shareholders’ value. With many boards not even meeting that basic fiduciary responsibility; it is a pleasure to work with one that go the extra mile. Continue reading “Governance By Visionaries” »

Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

Nonprofit boards of directors provide leadership, strategies and community service vehicles addressing many issues of importance across America. Nonprofits are dependent upon corporate donors and government support to carry out their missions. For-profit corporations are dependent upon their services and products meeting the needs of customers at a profit for their continued relevance in the market place. Nonprofits must deliver programs and services efficiently and effectively that meet the needs of the communities in which they operate if they are to remain viable. Corporations must perceive value in continuing to donate to the mission of the nonprofit, and boards are finding it increasingly important to promote program results as a means to continue meeting fundraising goals. Continue reading “Nonprofit Governance for Results” »

Dr. Earl R. Smith II
Managing Partner, The Federal Circle
DrSmith@Dr-Smith.com
Dr-Smith.com

We are living through a period of lax morality and ethics. It almost seems that Americans have been divided into predator or prey and the society has descended into a jungle dominated by hunt, kill and eat. Early writers on the American Revolution suggested that, like a nurturing parent, government’s job was to arbitrate conflicts in society and keep citizens focused on the ‘better angles of their nature’. The corporate excesses of the last couple of decades are a good example of what I mean. The ‘all-for-me’ generation reached its height in the form of the CEOs and their ‘golden parachutes’. Continue reading “Business Ethics – A Function of Corporate Governance and Commitment” »