Forming a board of directors is a crucial step for a company, and it necessitates care, planning, and consideration. A solid executive board can help a company's success, reputation, and revenues. Knowing how to create a board of directors or what to include in their tasks will help you better understand the company and gain insight into how to create your own board.
A board of directors is a group of experts who are appointed or elected to lead an organization, firm, or enterprise. They convene on a regular basis to create rules or evaluate data with the purpose of representing shareholders' interests. A board of directors oversees the company's chief executive officer (CEO) and has the authority to make decisions depending on the CEO's performance.
Corporations are required by law to constitute a board of directors, albeit the size of the board varies by state. Some jurisdictions, for example, allow a single member to serve on the board, while others need at least three. However, you can usually raise the size of the board of directors as your firm grows by revising your corporation's bylaws.
A for-profit company's board of directors is primarily responsible for safeguarding assets and giving a return on stockholders' investments. A nonprofit's board of directors is in charge of program development, fundraising, and financial management. A board of directors' responsibilities can vary depending on whether the company is nonprofit or for-profit. Duties may include:
There is no uniform approach to constituting a board of directors because each state governs different aspects of it. However, there are a few standard measures to take to organize your board of directors, including the following:
To become a corporation, you must submit articles of incorporation with your state. It is usually your company's charter document, which you submit to the secretary in the state where your business is located. It comprises the company's name and a list of its incorporators and information on the company's vision and objectives, and the number of stocks that will be issued.
Consider your options beyond your investors. It's vital to remember that investor syndication isn't the same as for board composition, so don't give every investor a seat on the board. It occurs much too frequently, as each share class requests board representation to reflect their own interests and agenda. Your board should reflect your market, your firm's current stage, and your long-term goals. There are often persons who are better qualified for this than your investors. Many investors can actually hinder from rather than add value to a board if they lack operational, market, or global investing skills. Likewise, while the founder is an essential member of the team, he or she is not always the ideal fit for the job.
Create a set of bylaws for your firm that spell out the board of directors' structure, roles, and obligations. Consider paying particular attention to the following aspects:
Discuss how you'll nominate and remove a chairperson, such as a majority vote of fellow board members or by consensus. Explain what happens if a CEO or co-founder is also the chairman and what happens if they decide to resign or retire.
Indicate the number of directors who will serve on your board of directors. To ensure that the board can make proper governance choices, the number of directors' positions usually corresponds to the size of the organization. Having the correct amount of people ensures a decent mix of perspectives while also assuring focus, discipline, and commitment. To avoid a tie in decision-making, retain an odd number of independent directors on your board.
You can set optional term limitations for how long a board member can serve, including the length of a term and the number of periods a member can serve. Term restrictions can assist a corporation in attracting new personnel, ideas, and oversight. Term limitations should be staggered to ensure that board members are rotated over time instead of all at once.
Examine your state's requirements for yearly meetings and mention the number you want to convene in your bylaws. Discuss how and when the meetings will take place and how much notice each one will require. Make sure to indicate the required number of board members required to host the meeting legally, such as five out of six attendances.
Outline the procedure for filling a board member's seat when it becomes vacant. For instance, does an incumbent board member appoint a successor, does executive management vote to designate one, or do company members elect a new top executive by majority vote?
Compensation for the board of directors varies widely, mainly depending on whether the board is a nonprofit or a for-profit corporation. Stock is typically an option for for-profit organizations because it awards the board with profits based on the company's performance and, therefore, can serve as a motivator. Large corporation employees might also receive a high-paying annual compensation. The majority of nonprofit board members are unpaid. It's crucial to remember that, regardless of salary, the executive board is there to assist the firm is flourishing.
A board of directors' agreement, in addition to bylaws, is essential. It specifies each board member's individual obligations and responsibilities to both the board as well as the corporation as well as vice versa. Make a list of board member expectations and any actions you'll take if they don't meet them.
As your firm grows, be open about changing board members. It's not uncommon for a director who assisted you during the seed or pre-Series A round to be the wrong fit for a Series E round firm. Maintain a constant, open, and honest dialogue with board members. When a change is required, this will guarantee that your board members are not caught off guard or feel "demoted." It is also true when it comes to identifying fresh external candidates; current members should be included in the discussion and selection process.
When selecting a board of directors, there are various factors to consider, the most important of which is previous board experience. The more experienced your board members are, the more quickly you can conduct business while spending less time on training. Experienced board members know how things work and bring with them prominence, reputation, ideas, contacts, and a well-established network. Former or retired CEOs are outstanding board members because of their depth of understanding and knowledge.
Even in a different subject, extensive industry expertise is beneficial. For example, a hotel executive may be added to the board of directors of an airline because their similar hospitality and customer support industry provides experience from a different perspective.
When choosing a chairman for the board of directors, experience is also essential. Look for someone that can mentor the CEO and manage a comprehensive collection of stakeholders.
Choose complementary directors with a skill set and skills that the firm may benefit from, such as board members with expertise in accounting, law, marketing, or customer service.
Investors on a corporate board are familiar, but it's crucial to strike a balance with other board members as well.
Putting together the ideal team is only the beginning. Then it's essential to make the panel (and meetings) work in your favor. Again, creating confidence and efficiently managing the board requires transparency and clear communication. The slogan "under commit and over perform" is typically effective, but be wary of "sandbagging," as timid aiming will not get you very far. It's also crucial for board members to spend some time together outside the boardroom in order to foster connections and build trust. Hold an annual full-day planning session and occasional informal meals to improve board dynamics.
Your corporation bylaws are adopted during your first shareholder meeting, and the board of directors is approved or elected. In your articles of incorporation, you'll most likely specify the meeting's time, date, and venue. Also, consider whether you'll enable a proxy to attend as a shareholder's official representative. Many firms allow shareholders to vote in shareholder meetings via mail or online and by proxy.
Board meetings are frequently regarded as a chore; some CEOs have even compared them to dentist visits. On the other hand, the CEO is finally essential for the achievement — or, more importantly, the painful inability — of board meetings. The CEO should arrive at the meeting with a game plan in place and be ready to lead, manage, be demanding when necessary, and be honest about the good, evil, and ugly. Ensure that documents are delivered ahead of time but that members of the board have had enough time to evaluate information so that they arrive at the session ready to tackle the real concerns. While the frequency of meetings varies, encourage corporations to use sub-committees and outside specialists to address specific concerns. Smaller groups can meet more frequently to address specific regulatory, remuneration, recruiting, lobbying, and other issues and report back to the CEO and the entire board.
Work, patience, honesty, and communication are all required to create the ideal board. Finally, the trust you build among your board of directors will help you get through the bad times, while the appropriate mix of players will help you achieve the performance and outcomes you need to succeed.
As an alternative, consider forming a board of advisors. Depending on your needs, a board of advisors is more appropriate for your company than a board of directors. An advisory board makes recommendations to a firm, but it has no overarching governing authority. Without the legitimate status or fiduciary obligation of a board of directors, the advisory board users can benefit from brainstorming, and the company's customer's discussion and debate.
Regardless of the size of the board of directors, creating and publishing an agenda provides direction and ensures that a meeting runs smoothly. It also gives your board adequate time to go over any materials or prepare any questions or comments. Collaborate on the agenda with officials, fellow board members, and any other interested parties, though the agenda is usually written and shared by the chairperson or CEO.
Meeting minutes are indeed a record of events during the meeting and serve as just an overview of what happened. Include a list, the start and end times of the meeting, and the main issues addressed or voted on in the minutes. Let the board of directors go over the minutes and mark "approved" or "amended" in the margins. Minutes are frequently scribbled, typed, or audio or video recorded.
When there is no public oversight to back up all of the planning and high-minded declarations about the significance of good governance, they quickly lose their credibility. A lack of responsibility plagues today's boards.
It suffices to say that any board that develops a strategy similar to those outlined above must hold itself responsible for implementing it. Indeed, it is suggested that boards reassess the entire topic of government transparency and disclose actual information about the board's activities, rather than the boilerplate contained in proxy bulletins, governance standards, and charters.
According to Dodson, nonprofit boards are increasingly resembling for-profit boards as organizations want the operational and strategic assistance that used to be reserved for corporations. That is why, when selecting board members, nonprofits should look beyond those who send the most considerable sums. "It has to be folks who understand operational concerns and the differences between running issues in a charity vs a for-profit," Dodson says.
He claims that while the most prominent donors are great at fundraising, they frequently have little experience running a business. On the other hand, nonprofits cannot be run solely like a company since the benchmarks for success are different.
"It's simple in a for-profit." Over time, more money must come in than must go. "A nonprofit is different; it has a mission," he explains. "Financials drive the mission, and board members who understand that are essential."
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Written and Published By The Strategic Advisor Board Team
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