Issues to consider for better Boards of Directors:

1. Structure and Purpose of the Board and of each Director
i. Role and duties of Chairman.
ii. Role and duties of each Board Member.
iii. Structure, experience and credentials of the whole Board.
iv. Experience and credentials of each Director.
v. Clarity of responsibilities of the Board within the Company.
vi. Composition of Board.
vii. Strategic thinking of Directors.
viii. Appropriate Director compensation.

2. Responsibilities of the Board and of each Director
i. The need to ensure the clear strategy of the Company.
ii. The need to ensure the thorough oversight of the activities of the Company and of the Company’s management.
iii. The need for the Board to fulfill its obligations to investors and other stakeholders.
iv. Evaluation of Corporate structure and organization in alignment with the Company’s vision and objectives.
v. Succession planning and development.
vi. To design and build line managers, skills base and talent assessments to ensure ability to attract and retain key talent.
vii. To design systems to ensure evaluation and reward procedures are in place.
viii. Establishment of a code of ethics to prevent conflicts of interest and to ensure that the highest standards of Board, Director and management behavior.
ix. Establishment of an adequate risk assessment process for the production of regular risk assessment reports and action plans.

3. Board Committees
i. Type and number of Committees.
ii. Clarity of responsibilities of each Committee.
iii. Respective and separation of responsibilities between each Committee and whole Board.
iv. Management of Committee activity in respect of the activities of whole Board.

4. Activities of the Board and of Board Committees
i. Current Board and Committee activities.
ii. Comparison between Board and Committee activities and Board and Committee roles/objectives.
iii. Identification of inefficiencies in Board and Committee activities.

5. How the Board works
i. Management of Board activities.
ii. Number and organization of meetings.
iii. How and how often does the Board operate.
iv. Procedures in place for the Board to monitor, question, oversee and challenge the activities of the Company.
v. Board communications.
vi. How does the Board handle difficulties and problems.
vii. Procedures for retention, control and oversight of outside advisors, especially of the Company’s auditors.
viii. Procedures for the equitable dissemination of information to the public.
ix. Procedures for the adequate evaluation of material activities and information and its appropriate dissemination.

6. How each Director works
i. The management of each Director’s activities to fulfill all obligations.
ii. What a Director needs to know.
iii. Time and resource management.
iv. Responsibilities of Directors to investors and other stakeholders.
v. Examination of each Director’s various activities within and without the Company, and any potential conflicts.

7. Non-Executive Directors
i. The need for Non-Executive Directors.
ii. The balance between Executive and Non-Executive Directors.
iii. What a Non-Executive Director needs to know.
iv. Time and resource management.
v. Role, duties and responsibilities of each Non-Executive Director.
vi. Responsibilities of Non-Executive Directors to investors and other stakeholders.
vii. Examination of each Non-Executive Director’s various activities within and without the Company, and any potential conflicts.

8. Board and Director expertise
i. Evaluation of each Director’s expertise and experience.
ii. Evaluation of the entire Board’s combined expertise and experience.
iii. Evaluation of match and mismatch between needs of the Company and the Board’s expertise and experience.
iv. Evaluation of steps to redress imbalances and mismatches.

9. Board information and documentation
i. Current methods for dissemination of Company information and documentation.
ii. Ensuring timely and continuous information and documentation flow to and between Directors.
iii. Evaluation of information and documentation needs.
iv. Evaluation of Board procedures for information and documentation requests.

10. The Director and the law
i. The various legal requirements.
ii. The various stock exchange requirements.
iii. The various accounting/auditing requirements.

11. Board and Director Evaluation
i. Evaluation of the performance of each Director.
ii. Evaluation of the performance of the Board as a whole.
iii. Evaluation of structure of Board and Committees.

12. Training and Coaching of Directors

By Onésimo Alvarez-Moro