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Board Basics

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Corporate Boards of Governance are now held responsible for providing oversight, process, and accountability to their shareholders.  Boards are required to develop the standards by which accounting, disclosure, and management practices will be used in their firms.  The Public Accounting Reform and Investor Protection Act (commonly referred to as the Sarbanes-Oxley Bill) gives the SEC more resources and authority to enforce securities laws and exacts new penalties for fraud.

The increased regulations and responsibilities may help increase benefits and opportunities for those selected to sit on Corporate Boards.

Here are some of the types of Corporate Boards we work with:

Managed Board - usually has a strong CEO, who also holds the chairman position, and consists mostly of insiders as board directors. The CEO has extensive influence over the selection of board members. These members usually unanimously support all CEO decisions.

Governed Board - includes a balance of strong outside directors, a strong CEO and a strong committee chairman. Board nominees are selected by the outside directors, but with input from the CEO. The board meets independently of company management, and spends a great deal of time discussing company strategy and direction.

Directed Board - Outside directors with the CEO and Chairman positions held separately. These boards have a large percentage of outside directors and are clearly independent from the CEO and from the rest of company management. They also have significant input and control over major company management decisions.

Advisory Board - A board appointed to advise the chief executive officer about business issues, including marketing, sales, finance, expansion, and change.  The Advisory Board provides advice for a firm's CEO, board of directors, and management, but does not have oversight responsibility, or authority to vote on corporate matters.

Boards can have a variety of individuals in their make-up, including founders, investors, professionals, personal relations, and hired or contract members.