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A Personal Invitation to discuss your Governance needs

We invite you to give us a call to discuss the corporate governance issues which may be troubling your organization or otherwise impacting the board’s effectiveness. We recognize that each company is unique, and, therefore, the appropriate resolution of the issues the company and board face must be tailored to their individual circumstances. The focus of the discussion would be to help you (a) identify the issues underlying your corporate governance needs, (b) understand why previous efforts to resolve them have not succeeded, and (c) uncover alternative approaches for their resolution.

Please call or email us to schedule your complimentary consultation today.

Insight

Good Governance Practices & Procedures Good Governance Practices & Procedures

Investors, insurers, regulators, and creditors demand board of directors that produce good corporate governance and minimize the risks that poor governance engenders. A plethora of legal and regulatory requirements has also challenged CEOs, boards, and corporate staffs to implement new structures, procedures, and practices. As expectations and requirements change, relationships among those with governance responsibilities are changing rapidly, too. Masters-Rudnick helps design... 

In The News

Board Oversight and Monitoring of Political Contributions Board Oversight and Monitoring of Political Contributions

The U.S. Supreme Court’s decision last week in Citizens United v. Federal Election Commission raises some new and profound challenges for boards of directors.  In Citizens United, the Court held that corporations have First Amendment rights to free speech, just like people do.  Following Citzens United, corporations can enter the political fray directly through exercise of speech rights, albeit not through direct contributions to a candidate.  Corporate involvement in political... 

Micromanaging Micromanaging

The plethora of board responsibilities keeps current the question about the proper role of the board versus the role of management.  There is no one answer.  The way in which boards proceed will depend on their particular culture and circumstances.  Drawing the line between the role of the board and the role of management is neither easy nor clear. What... [Read more of this article]

Uproar in the Old Dominion Uproar in the Old Dominion

Here in Virginia we’ve had an unusual situation involving potential conflict of interest.  The new governor had nominated as Secretary of Commerce, the state cabinet position charged with economic and business development, a former CEO who sits on the boards of directors of two Virginia-based public companies.  The problem arose because the nominee... [Read more of this article]

Good Decisions Require Good Information Good Decisions Require Good Information

To make good decisions, boards need to rely upon good information, but it is easier said than done.  First of all, businesses are extremely complex.  It is very hard for outside directors to be able to understand all of the nuances of today’s businesses. Recently, a CEO of one of world’s largest financial institutions told me that it would be... [Read more of this article]

Observations on Board Oversight & Monitoring Observations on Board Oversight & Monitoring

Directors can be most helpful in oversight and monitoring by first having a clear understanding about the company’s business and the environment in which it operates. A good understanding of the company’s business means that the directors understand the drivers of the business, the risks the business faces, and how these risks are being analyzed... [Read more of this article]

Boards Holding Management Accountable Boards Holding Management Accountable

More and more boards of directors are holding managements’ feet to the fire. Here are some of the key ways we see this happening every day. 1.  Boards are making sure that management thoroughly understands the risks of their actions and strategies and that management has put a program in place to manage those risks. 2.  Boards are making sure that... [Read more of this article]

Effective Governance Leads to Long-Term Value Effective Governance Leads to Long-Term Value

It is the board’s job to help a company create value over the long term.  The board can do this by encouraging management to present to the board a realistic picture of where the company is going, what are the drivers of the business, what are the risks and obstacles the company faces, and what is the rationale for the particular strategy that the... [Read more of this article]

Resolving Board Disputes: It’s All About Acceptance Resolving Board Disputes: It’s All About Acceptance

With corporate boards, as with all things in life, the best way to resolve disputes is to nip them in the bud.  Of course, that’s usually easier said than done! The best way to resolve disputes quickly and effectively is to foster a board culture and practice where people can raise issues without embarrassment or incrimination – a board that’s... [Read more of this article]

Age Old Debate: Separating the Offices of Chairman & CEO Age Old Debate: Separating the Offices of Chairman & CEO

The question of whether the offices of chairman and CEO should be separated has long been debated.  British and European companies have long kept the offices separate, and that begs the question of whether we should do the same in the United States. The more basic questions are:  What are the respective roles of the chairman of the board and of the... [Read more of this article]

Reforming Corporate Elections Reforming Corporate Elections

The current hodge-podge approach to reforming corporate elections is creating the potential for some very serious problems.  Let’s connect the dots here.  First, there is an increasing trend towards majority voting.  This means that no measure can pass, including uncontested direct elections, unless each person receives at least 50% of the votes... [Read more of this article]