The Director's Manual

Chapter 6Board Structure and Schedule

What's in This Chapter?

• Determining Board Size and Structure
• Frequency of Meetings and Required Preparation
• Board Committees and Practices
• Scheduling Board Meetings
• Chapter Summary and What's Next

In many ways, the corporate board of a publically traded company is the ultimate “free agent.” Although it's true that corporate boards do have an absolute set of fiduciary duties and expectations that they must attend to, ranging from approving operational motions and statutory filings to a careful scrutiny of a company's annual plans and budgets, it is also true that there are no hard-and-fast, industry-wide guidelines that govern the execution of these duties. For that matter, boards are not bound by any specific guidelines regarding the number of members or number of meetings that they must have or any rules on the mix of talents, skills, and backgrounds that are required for optimal efficiency and productivity.

This lack of hard-and-fast, industry-wide guidelines is both good and bad news for those serving on a corporate board. The good news is that boards do have wide latitude to set the number of directors at whatever count they wish and to establish their own ground rules for conducting business using the most efficient processes and procedures. The bad news is that this same gift of freedom makes it difficult for the board to know when it “gets it right.” This is the question that we address in this chapter—and frankly, this book—how ...