We provide a suite of customized programs and services to enable directors and boards to add value as a fiduciary:
The Corporate Governance Review
A multi-disciplinary diagnostic report that examines a company's Corporate Governance Guidelines and Committee Charters from a best-practices perspective. It can include an in-depth look at risk management and compensation issues, using our staff or those of our partners. This service addresses how the board and committees operate by performing document reviews and interviews with board members, executive management and others who regularly interact with the board. Its product is a report on board practice.
Board Evaluation/ Director Assessment
Through this formal assessment, governance can be examined at the board, committee and/or individual director level. With the Corporate Governance Committee, Board Assets develops questionnaires and interview formats to be administered in person or remotely. These formats and questionnaires enable the board to assess itself as a whole and to evaluate Corporate Governance, Audit and Compensation Committees. The questionnaires can also allow for individual director self-assessments as well as peer assessments. Where appropriate, we provide confidential outsourced professional and administrative support of the assessment/evaluation process. The outcome is a continuous improvement process for the board and directors.
A word about evaluation/assessment confidentiality:
Former Judge E. Norman Veasey, Chief Justice of Delaware, has said there is no "safe harbor" for discovery of board evaluation working documents. He counseled that directors should assume written material regarding director evaluation is discoverable.
This supports the position and practice of Board Assets, Inc. Our policy is to only enter into board evaluation agreements that include a provision that all original documents (evaluation forms, notes and interview records) completed by or with directors "shall be destroyed no later than 30 days after receipt." We make presentations to Governance/Nominating Committees and full boards verbally, and any presentation aids or materials are destroyed at the conclusion of those meetings. Directors are encouraged not to take written notes.
Such process is consistent with a pattern of best good governance practice, since it promotes open director communications.
With the Compensation Committee taking a more hands-on role in determining and monitoring executive compensation, there is a greater need for a truly independent relationship between a compensation consultant and the Compensation Committee. Board Assets provides this independent advice, agreeing not to otherwise work for the company. This service can include full compensation plan design, working directly with the Committee Chair and the CEO, or it can alternatively consist of a thorough review, on behalf of the Committee Chair, of proposed programs designed by an advisor working with the CEO. In either case the service includes Research (on regulatory, best practice and peer company compensation matters), Process (setting agendas, writing the annual proxy report and assistance with the committee evaluation) and Outcomes (general advisory assistance).
Corporate Governance Chair, Compensation Chair and Audit Chair Assistance
A practical, seasoned and independent voice in analyzing and implementing options for implementation and change, as appropriate.
Facilitation of Board Strategy Retreats
A visionary guide to help implement your Big Picture review of strategy, opportunity and possibilities.
Ongoing Consultation and Facilitation
Your trusted advisor as the regulatory and best practices environments for board performance evolve.
When problems are on the cutting edge of risk, compensation, and general governance, we have the help you need available on a project basis to help you decide what to do.
Creation and Hosting of Advisory Boards for CEOs
Providing an unstructured, objective and confidential forum to examine areas of interest and concern to CEOs from an operational and strategic perspective, outside the statutory arena. We can provide recruitment, facilitation and logistics services.