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

The Board of Directors of a company is the oversight and policy making body charged with setting the strategy governing the company. Its principal objective is to preserve and extend shareholder value. The Board of Directors must have timely, accurate information in order to meet this responsibility. The Chairman of the Board should ensure that both the Secretary, and Treasurer are presenting current and accurate information prior to and during the Board Meetings. Other officers of the company should be present to report on major projects underway or new obstacles hindering performance.

The Board of Directors should hold regular meetings. Board meetings must provide an opportunity for the Directors to discuss information regarding key performance metrics for the company. Inaccurate or incomplete information will cloud issues and make good policy decisions difficult or impossible to make. In some situations decisions made on inaccurate or incomplete data will be detrimental to the mission of the organization.

The Board’s meetings should be led by the Chairman of the Board. To legally transact business, board meetings should be attended by enough board members to represent a quorum. The commitment of the directors to attend meetings will be a strong indication of the commitment the directors have to the organization. Documents such as an agenda, minutes or records of previous meetings, financial reports, and other reports specific to the industry or organization should be prepared and presented to Board members well before the actual meeting. Progress reports should be made by the CEO outlining specifics of programs or projects the Board of Directors has directed the company to undertake.

The CEO should report to the Board of Directors on any issues that could affect the operations of the organization. As the chief executive officer of the company, the CEO should recommend to the Board any changes in external factors that will have an impact on expected outcomes of projects and programs The CEO should also address internal issues that could affect expected outcomes as well as missed milestones and the measures being taken to meet future milestones.

The Board of Directors may find it necessary to go into executive session in which non-voting members, the media and other visitors may be excluded. These sessions are a time for the Board of Directors to freely discuss personnel issues or other sensitive information without the fear of embarrassing the CEO or other company employees. The Board should come to a resolution during the executive session and return to vote in public on the issue.

The Board of Director’s decisions will be scrutinized by shareholders, regulators, and others analyzing the performance of the company. The information given to the board members and that issued as a result of board decisions must be accurate and comprehensive. The CEO should be the key liaison between the the board members and the operations side of the business. Members must establish a culture of trust with each other and with the CEO in order to effectively make depressions governing the company and improving performance and shareholder value.

Board meetings should be focused on strategic issues, and directors should be prepared with appropriate information before the meeting to be able to offer effective and reliable insight into the issues to be discussed and be able to vote on a resolution. Board members should insist on this practice and not allow a vote on any issue without appropriate notice and background information. A CEO falling to adequately prepare his board of directors for a meeting is setting the company or organization up for failure.

© Dr. Earl R. Smith II

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Dr. Smith is Managing Partner of The Federal Circle. The Federal Circle partners with teams and existing companies. We help them up their game and win big in the Federal space. We also arrange funding for acquisitions and expansion by acquisition. Our model is based on the belief that, if you select the very best and work with them in a highly professional and focused manner, the results will be truly amazing. He is the author of Amazing Pace: Turbo-charged Business Development – a book that shows how Advisory Boards can dramatically increase revenue. Dr. Smith is also the author of Dream Walk: Parables for the Living – a book of Raven Tales and exploration.

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