A CEO’s Guide to Creating the Perfect Board of Directors

For fiduciary boards, who are typically elected by the owners/shareholders, there should be specific terms, typically one to three years, a mandatory retirement age, and an annual performance review. Great boards usually consist of a majority of outside directors (non-employees) with perhaps one or two inside directors (who are also employees, such as the CEO, CFO). Advisory groups are much less formal and members often serve at the pleasure of the CEO.

“One CEO started his board and then chafed at the decision-making power he had given up. He finally chose to disband it because he didn’t like having to work in tandem with it.”

Now, there is a cost to creating both groups, for things like compensation, travel, meeting time, preparation for meetings, including board books and minutes, compliance activities and filings, and director and officer liability insurance to protect members. One $300 million public company estimated that going public and establishing the required board of directors cost them over $5 million per year for these activities. Don’t worry, a smaller privately-held company should spend far less.

CREATE YOUR BOARD FOR THE RIGHT REASONS
Too frequently, owners/CEOs form boards for the wrong reasons. Encouraged by their CPA or legal counsel that they should have a board of directors, they proceed, only to wish they hadn’t as they realize the implications. One owner/CEO I know started his board and then chafed at the decision-making power he had given up. He finally chose to disband the board because he didn’t like having to work in tandem with it. This not only wasted a lot of time and money, but caused significant friction between him and the members for over a year.

Consider the return on investment (ROI). From an advisory group, there should be new business opportunities and relationships that help an entrepreneur break into new markets, gain customers and broaden their network. Performance is fairly easy to measure and can be objective; for example, “Acquire 5 new clients in year 1”. For fiduciary boards, you’re paying for experience and knowledge in areas that may be unfamiliar to a CEO that could result in revenue growth, cost avoidance, leader development and retention, strategic planning, and more. (Think Target and cybersecurity expertise.)

Boards can be a great help to a CEO if assembled for the right reasons, with the right charter and governance, and with the right mix of experienced members. If you’re unsure, start with an advisory group. This can help you decide whether or not to form a fiduciary board of directors. In either case, make sure you clearly understand what you are getting and how it will change the way you will operate compared to when you were a pure owner/CEO.

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Former CEO & Chairman of three public companies, Jim Alampi has spent 30 years helping fledgling startups and massive corporate entities hire and retain top talent. He is the founder of Alampi & Associates, a Detroit-based executive leadership firm and the author of “Great to Excellent; It's the Execution!” Jim speaks frequently to CEOs and executive teams on business strategy, human capital and executive leadership. Follow Jim on Twitter @jimalampi.