Today the Working Group on Director Accountability and Board Effectiveness released an expanded version of "A Simple Guide…". The new material covers three main areas–
Details on how to conduct a board peer review; a process outline for conducting an annual CEO review; and how and why you need to consider internal controls (particularly as an audit committe) at the same time that you are considering governance process implementation.
We also expanded the section on the importance of having aligned interests around the board table– both economic and strategic, outlining some of the key questions that need to be discussed to get to the bottom of these thorny issues.
If you’ve read the paper before, the bulk of the new material is on the following pages:
How to Achieve an Aligned and Effective Board– page 4
Development Stage, Governance Process, and Internal Controls– pages 6 -9
How to Evaluate Your Own Participation on the Board– page 19
How to Conduct an Annual CEO Performance Review– page 20
How to Conduct an Annual Board Peer Review– page 21
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November 1st, 2007 at 7:33 pm
This is a very well done document, building on the first two in the series. Extraordinary thought went into the text as it walks the line between governance and management from an entrepreneur, VC and independent director point of view. As one who has tried to educate VC partners and associates on emerging company governance,it is spot on. I had limited success because most were too busy to attend; most of those who did felt (and said) they knew it all. My only gripe is the use of the term “Peer” assessment. That’s just incorrect. Peer assessment is when Peers evaluate each other. In this case, the report describes a Board Assessment process where each director is giving his or her views on board matters.
But that’s a minor concern. This a great advancement on the state of art.I hope VC directors will become educated on its messages and follow some version of them to success.
November 1st, 2007 at 8:07 pm
Hal–
Thanks for your thoughtful comment. We will keep your nomenclature recommendation under advisement for the next revision! It is unfortunate that your experience advising VCs has been frustrated by lack of attention/participation. Our work is not rocket science– many readers comment that it is ‘common sense’– which is exactly the point. I would suggest that you start by acknowledging that everybody does know — or should know– the common sense principles of best practices in the board room. What negatively impacts the behavior of many people who do know better is a lack of attention to process implementation. We should all remember our fiduciary duty of oversight– the consequences of failing to exercise it are not trivial.