The Merger & Acquisition Leader's Playbook

CHAPTER 16The Board: And Its Multiple Roles

The third component of the governance playbook is the board. Boards play multiple roles: part governance and part advisory. Building the right board can make a massive impact on the success of a merger or acquisition.

In general, boards are accountable for governance and oversight as highlighted in Figure 16.1. They approve strategic, annual operating (profit and loss [P&L], cash flows, balance sheet), future capability, succession, contingency, and compensation plans and are consulted and informed on everything else. More specifically:

Public boards normally have fiduciary duties of care and loyalty in the best interest of their corporations and of all their shareholders and stakeholders, including customers, employees, suppliers, and communities. These boards are subject to the strictest public regulation and scrutiny even beyond their traditional fiduciary responsibilities (legal, regulatory, audit, compliance, risk, and performance reporting) to their input into strategy, mergers and acquisitions (M&A), technology, culture, talent, resilience, and external communications.

FIGURE 16.1 Board Roles and Management

Private fiduciary boards represent the owners of nonpublic companies. Although they are not subject to all the regulations ...