The focus of our corporate governance services is to ensure that a company is maximising the performance of its board. Support is provided in relation to the effectiveness and composition of the board, its compliance obligations, stakeholder mapping and communication. Assistance is also given in relation to the completion of shareholders agreements and family constitutions. We also work with a number of companies in a non-executive capacity on their board to help them drive their strategy and performance.
Review of Board Effectiveness
We work with companies to develop a strategy to ensure that key tasks for the board are met. The board is responsible for establishing and maintaining the vision, mission and values of the company. The board determines the strategy and structure of the company and needs to regularly review it against performance. The board needs to determine what matters are the responsibilities of the board and what matters are to be delegated to management. The board needs to effectively communicate to shareholders and be responsible to all stakeholders within the company.
Review of Board Composition
The composition of the board is essential to maximising the performance of the board for the company and all its stakeholders. There needs to be a clear understanding of the skill set and experience required for the board. Each board member needs to be aware of what is expected of them and how they can contribute in a meaningful way to the company. The chairman needs to have the appropriate skills to ensure all directors contribute in a meaningful manner and that dominant personalities are effectively managed.
Compliance is an increasingly important matter for the board. We would split this into two parts. The first is in relation to the board being compliant and ensuring that an induction pack is issued to each board member, director’s contracts are in place and that the company has sufficient directors and officers insurance. We also believe that the board needs to have clear policies to manage conflict and that the chairman and managing director/CEO role should be separate. In addition the board needs to ensure that the company is compliant with all its obligations and that the appropriate procedures and policies are in place to ensure compliance with all regulatory and legal requirements.
Stakeholder mapping is an effective way of ensuring that the board has a full understanding of the various stakeholder groups of the company and what each of these stakeholders requires from the board. This will also involve a communication plan for each of the stakeholder groups and will set out who on the board should take ownership for this.
Were the ownership of a company is split across multiple family members and generations it is important to clearly set out the mechanisms to deal with various issues as and when they arise. The family charter should also set out how the enlarged family members and the business interact; this will ensure that each family member feels that they have a voice and that there is a process for dealing with various issues. This should also have the effect of keeping family issues separate from the company and allow the company to thrive.
The shareholders agreement regulates the relationship between the shareholders. This provides clarity on various issues for the shareholders and allows these issues to be resolved without having an impact on the company. Every company should have a shareholders agreement in place to ensure that all shareholder issues can be dealt with efficiently and will not impact negatively on the business.
We are available to join companies an independent non-executive director. Current directorships include:
- Chia Booster Distribution Limited – SME operating in the fast moving consumer goods (FMCG) sector in Ireland, the UK, Europe and the Middle East.
- Middlethird Estates Limited – Construction company focusing on developing and selling family homes in the south east of Ireland.
- Eikon Nail and Beauty House – Expanding chain of nail and beauty salons in Ireland.