Governance Center
Building Better Boards.
The world is changing. We’ll help you to change with it. In response to the high profile corporate scandals of the last decade and the recent financial meltdown, the demands placed on directors by external stakeholders have dramatically increased. Now, more than ever, shareholders are holding boards accountable for their actions, demanding that boards perform both efficiently and effectively. By proactively addressing its governance practices, a board can stay at the fore of best practices, quelling external concerns and allowing the board to focus on the substantive matters that drive shareholder value. To ensure an unbiased and thorough assessment, many boards have turned to independent advisers to conduct reviews of their practices. Moreover, independent advisers serve to keep the board abreast of evolving governance practices and to assist with the implementation of governance improvements.
We’ve been there. At its inception, the MLA Governance Center primarily represented boards in crisis. While we remain actively involved in aiding boards in crisis, our first-hand experience with boards in crisis has positioned us uniquely to work with boards to prevent crisis. Through our longstanding governance work, we have confirmed that many boards could avoid crisis and significantly improve their effectiveness by implementing governance enhancements. While a prevalent view remains that "best practices" are universal, we believe that a company should seek to implement the most effective practices for its circumstances. The MLA Governance Center prides itself on distilling the vast amount of available governance information into a practical plan of implementation tailored to the needs of our clients. The MLA Governance Center has represented numerous boards, including the boards of Fortune 100 companies, non-profit companies and quasi-governmental organizations, in navigating the changing terrain of corporate governance. Our work has included governance reviews, investigations and maximizing board dynamics as well as governance policy development and advocacy.
- Governance Review. Governance reviews are designed to improve a board’s current practices. Although boards frequently commission governance reviews when general allegations of "poor governance" practices arise, governance reviews are valuable for any board interested in functioning at a high level. Following a governance review, the board receives a comprehensive review of its current practices, as well as a practical plan of implementation designed to assist the board with any recommended governance modifications.
- Investigations. Investigations often are predicated by an allegation or belief of wrongdoing. Many investigations are a direct result of a director or senior manager feeling "uneasy" about an occurrence within the company. Investigations seek to fully understand the event, but also focus on identifying the system and control failures, if any, that allowed the incident to occur. As a final step in any investigation, the board is briefed on any identified systematic failures and guided through the recommended remediation.
- Maximizing Board Dynamics. For a board to perform at a high level, the board culture must promote trust, respect, candor and constructive dissent. In some boards, this culture may not develop naturally or it may be interrupted by any number of events, including the emergence of a serious business issue, an alteration in the board composition or a change in leadership. When board dynamics impede effective board operations, a review by a neutral third-party can uncover the underlying problems more effectively than an internal board review. By giving each director a voice, while withholding attribution, a review of this type can restore trust and facilitate improved board operations.
- Policy Development and Advocacy. For better or for worse, companies increasingly find themselves as wards of the regulatory state, with boards often in the role of assessing how policy changes will impact a company’s strategic profile. At the MLA Governance Center, we have learned that it is critical to be at the fore of governance policy development, whether at the federal, state or quasi-governmental level. From SEC regulation to the development of shareholder communication principles to IFRS convergence, the MLA Governance Center has considered the relevant issues and counseled clients on the appropriate policy positions to take, including drafting position papers, policy overviews, and comment letters, when appropriate.
Advisories
- May 26, 2011
- August 30, 2010