Board of Directors Menu:
- Page Description - this page includes articles and presentations of general
interest to Boards of Directors.
Nonexecutive Chairman - Offering New Solutions - Spencer Stuart
discussion about use of Nonexecutive Chairs - email
Boards@EnergyCollection.us for access.
Best Practices for Boards:
- Follow The Rules - Boards should adhere to the rules, policies, and procedures established for the Company. Never override the rules. A simple question: "What is the right thing to do?" can often lead to a clear answer where is was not clear just before the question. A Board should formally adopt the Company's Values Statement and Code OF Conduct, and apply it to themselves.
- Leadership Flow - leadership within the Board should flow to those with the most experience and wisdom depending on the subject under debate. Single members, even the Chair, should not monopolize the decision process. Even when a particular Board member has great experience in a particular area - care should be exercised to solicit all voices and perspectives before bringing the discussion to an end.
- Simplify and Understand - all matters that a Board needs to address should be simplified so that all members understand - without loosing any of the important points that the Board needs to understand. A Board should not relegate to a few or one member except through formal delegations such as committees. If an issue is discussed in a full Board meeting - al Board members have a responsibility to understand, participate, and partake in the decision process.
- Stick to the Facts - deal with the facts at hand and secure additional facts when needed. Wishful thinking is not a Board activity. Opinions have a limited role and only when the facts are not sufficient to gain consensus. Many additional facts can be uncovered by careful questioning.
- Respect - each Director should show respect for the other Directors and trust in the integrity that each brings to the Board.
- Communication - each Board member should fully participate and keep open lines of communications with all other Directors. Open communication includes a willingness to share relevant personal experiences and information with other Board members.
- Courage - Board members need to engage and especially be heard when they are in the minority opinion. Board members must be willing to productively challenge other Board members that step out of line or otherwise loose site of their responsibilities.
- Consensus - often groups become confused about what a consensus really is. Consensus is not total agreement with a decision, it means that everyone can consent to a selected decision without serious reservations. When a Board reaches such an agreement they share both the decision and the result equally and their actions should reflect that agreement.
Committees of the Board:
- Committees have their Charter approved by the full Board and all incremental changes.
- Committees report to the full Board and perform focused work on behalf of the Board, but do not act for the Board. Any substantive conclusions of a Committee should be ratified by the full Board - after an opportunity for full board discussion.
- Committees should be able to hire consultants as needed to assist in performing their work.
- Committees should hold Executive Sessions without management at every meeting even if there are no agenda items. This allows the Committee to bring up any item they desire without arousing management attention.