Corporate governance is defined as “the system by which companies are directed and controlled. It encompasses the entire mechanics of the functioning of a company and attempts to put in place a system of checks and balances between the shareholders, directors, employees, auditor and the management”.
The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and spells out the rules and procedures for making decisions on corporate affairs. It also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.
Corporate governance ensures the application of best management practices, compliance of law in true letter and spirit, adherence to ethical standards for effective management, distribution of wealth and discharge of social Responsibility for sustainable development of all stakeholders.
In June, 2021 Harvard Law School Forum on Corporate Governance published an article to highlight the key issues and considerations of corporate governance and suggested “boards and management teams should continue to assess their corporate purpose, strategy, risk management procedures, and board committee structures to optimize their ability to deal with the ever-proliferating number and complexity of business risks and opportunities they must navigate”
Our corporate governance & board services can help you navigate through some of the most pressing challenges your company faces including:
- Structure, duties & liabilities of the independent directors
- Board & committee structure, composition & charter
- Executive & director compensation
- Say-on-Pay (managing ISS/Glass Lewis)
- Succession planning
- Fairness
- Transparency
- Accountability
- Conflict of interest & related party transactions
- Oversight issues
- Ethical violations
- DE&I challenges & ESG management
- Risk management
- D&O insurance accessibility
- Overall board effectiveness
- Preparedness to deal with investors activism, proxy fights, IPOs, M&A, tender offers, spin-offs, hostile takeovers, poison pill adoption and bankruptcy strategies
Contact us to learn more about our corporate governance and board advisory services.