Services

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Addressing difficult governance issues 

Most organisations face challenging governance issues at some time or other in their life, whether it is a conflict between board members, issues with the performance of the chair, differences between the board and the chief executive officer/executive team, a sensitive matter which requires careful handling, issues related to the conduct of a board member or a senior member of the executive team or the need for a confidential investigation to be conducted. We can help you to work through these kinds of issues in a careful and considered way..

Independent chairs and board members

Often, an organisation will appoint an 'independent' chair where most, if not all, other board members lack independence or are conflicted in some way. The role of independent chair can be a challenging one, and the chair may well find benefit in having an opportunity to discuss some of the more difficult issues with an external peer.

Many organisations which have a major shareholder also have independent board members who are not aligned to that shareholder and who have special responsibilities to consider the interests of the minority. It is not at all uncommon for directors in this position to face confronting challenges when they believe the interests of the minority differ from the major shareholder. Sometimes a shareholder with board representation launches a takeover bid and the non-aligned directors may well find themselves needing support and guidance. 

We can provide assistance should any of these circumstances arise..

Professional services governance

In a professional services firm, partners or principals are both owners and the largest fee earners and a successful governance structure needs to be respectful of both roles. The responsibility of firm leadership to act in the best interests of the firm, will often need careful consideration in this environment. Bruce is very familiar with the kinds of concerns which partners have and can provide potential solutions to problems which may arise.

Joint venture governance

In the case of a joint venture, board members are usually appointed to the joint venture board by the commercial participants/shareholders. While legal responsibilities of board members can differ depending on whether or not the joint venture is incorporated, practical considerations and expectations of the appointing organisations are often very similar irrespective of the structure. We are well equipped to provide advice on how to work through challenges which can arise in joint venture governance.

Subsidiary company governance

Being a director of a subsidiary company in a large corporate group can also give rise to challenging issues for board members. The law imposes specific duties and responsibilities on all board members, and they can be personally criminally liable where a company breaches some statutory obligations, for example in the workplace health and safety and environmental contexts. Directors of subsidiary companies need to bring an independent mind to assessing issues coming before the subsidiary board. While, in the main, those issues can be resolved sensibly within the overall corporate ambition, subsidiary company directors do expose themselves to risk if they do not allocate appropriate time and attention to their roles. We can help subsidiary company boards find the right balance.

Mentoring and coaching

Mentoring or coaching a new chair or board member is also something we can help with. It is not only new chairs or board members who may need help. Sometimes chairs and board members can benefit from a peer to peer relationship which provides a confidential forum for a chair or board member to talk through a thorny issue or discuss a challenging board dynamic. 

We have no fixed methodology for approaching any given task, but approach each role flexibly. Usually - in a case where we are asked to assist in resolving a difficult governance issue, - we would begin by discussing the issue with the chair and gaining a comprehensive understanding of the problem. Then we might meet personally with all, or some, board members, we might conduct a short survey or hold a board workshop. Sometimes the CEO or other senior executives may be involved in the process, but not always. We might also need to review internal documents, such as board papers, minutes or constitutional documents. Sometimes, although not often, a formal confidential investigation might be warranted, although, to the extent that there is a litigation risk, we are mindful of the need to ensure that a law firm is involved in any investigation to ensure, among other things, that legal professional privilege is available for any report which might be issued. Usually we would conclude our role by reporting back to the full Board , or the chair, (either orally or in writing) usually with a series of recommendations. Where necessary we would circle back after an agreed period to review progress. 

That said, we would usually be guided by recommendations clients have about how best to approach a task.. 

We are very happy to provide indicative pricing up front, which we can refine after a full briefing. We are also happy to segregate pricing for different aspects of a role so clients can choose which parts they wish to proceed with. 

We are also conscious of the significant charitable work undertaken by not-for-profit organisations, and are willing to consider structuring pricing and payment terms to suit. 

ShedB Consulting is not a law firm but rather a governance consultancy. Where legal advice might be required during the course of an engagement, we will let you know and work with your existing lawyers or help you select an appropriate legal adviser.

We understand that matters on which our clients seek our advice will nearly always be very confidential and understand and agree that all our discussions must take place in the strictest confidence and that no materials which clients provide to us may be shared with others without their consent and must be returned or destroyed at the conclusion of the matter.