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Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director, Co-founder & CEO, Women Get On Board
There are two roles you must play on a Board, one is Oversight and the other is Value-add. I will highlight both roles with an extract from a chapter that I co-authored with Donna Price in 2008’s Entrepreneurial Effect by James Bowen and Glenn Cheriton, titled Corporate Governance-Directors of Emerging Companies.
(To promote understanding of a director’s role on a board and how to prepare for board opportunities, and as a co-founder of Women Get On Board, I am co-facilitating a series of Getting Board-ready workshops from October to December 2015. Learn more about them here: http://womengetonboard.ca/workshops/. Hope to see you there!)
The Oversight role on a Board
The primary responsibility of directors is to oversee the management of the business and affairs of a corporation. This is referred to as an oversight duty. As a general matter, a business corporation’s objective in conducting business is to create and increase shareholder value. To this end, in addition to performing an oversight duty, boards also perform a value-added role. Decision-making generally involves developing corporate policy and strategic goals with management and taking actions on specific matters related to those policies and goals. Other matters, such as changes in the charter documents, election of officers, (and other matters referred to above), require board action (and sometimes shareholder action) as a matter of law.
All directors must understand that decision-making and oversight responsibilities come from prescribed standards of duty and conduct.
The corporate statutes impose two principal duties on directors: A fiduciary duty and a duty of care. As fiduciaries, directors have an obligation to act honestly and in good faith with a view to the best interests of the corporation.
As a director, you must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. This is known as the duty of care. In discharging the duty of care, a director must be concerned about process at least as much as, and perhaps more than, the actual decision taken. The duty of care underscores the need to implement corporate governance procedures to guide the board in decision-making. This means that pre-meeting, meeting and post-meeting practices should be oriented to providing the right information within a timeframe that will permit diligent discussion and decision. If a board makes a decision that may be contentious from a business perspective, provided the board gave sufficient thought and consideration to the decisions and were otherwise diligent, it will not normally be criticized. This is sometimes referred to as the “business judgment rule” and generally speaking, courts will not substitute court judgment for the business judgment of the board.
The Value-Add Role on a Board
In the formative years of an emerging company, the director’s role is more often weighted to a value-add role and as the company matures the role becomes more weighted to an oversight role.
Keeping in mind that the overall role of the board is to maximize shareholder value, directors also provide a level of insight, business acumen and personal network that extends beyond the company’s management team. These are some of the components that contribute to a director’s value-added performance.
The collective board should have sufficient industry knowledge and domain expertise (such as technical, operational or governance) in order to add value to board decisions and strategic priorities. Paramount to their duties, directors must select and oversee the CEO and monitor company performance. A value-added board should provide insight, advice and support to the CEO and management on key decisions and issues confronting the emerging company. Caution: “Nose in, Fingers out!” Boards must balance being too engaged in the day-to-day operations, with performing an oversight role.
Please join us for the Getting Board-ready Workshop Series from Women Get On Board
The purpose of the Getting Board-ready workshop series is to help women gain insights and learn about the skills they need to prepare for board opportunities. These half-day workshops will be facilitated by Corporate Directors, governance and search experts who will provide practical experience to empower women with tools to enhance confidence and courage to lead and serve on boards. http://womengetonboard.ca/workshops/.