| Thu, 06/07/2012 - 11:44am | |
| William Mee | We are a 100% employee owned subcontractor that does $15 - $20 million per year. Our board is comprised of the 2 previous owners and the former gneral manager. They have been relatively in-active in the four years that I have been here but now are looking to take a more active role. For those of you that have an active board do they have a charter of roles and responsibilities? What are their expectations, how often do they meet, what roles do they play within the organization? Any input would be greatly appreciated.
Bill Mee |
| Mon, 06/11/2012 - 3:01pm | #1 |
| Eric Thummel | To be able to better answer that question, I'd need clarification on what is meant by 100% employee owned. A 100% employee owned as in ESOP (Employee Stock Ownership Plan) company's board has very real 'fiduciary' issues if they're inacitve. If it is just a company who's ownership is all employed by the company, then there are some real opportunities (and issues). We have consultants who specialize in board development and strategic planning to assist our clients with issues such as these. |
| Fri, 06/08/2012 - 2:21pm | #2 |
| Jeffrey Gould | I read the book "Board of Directors and the Privately Owned Firm" by Roger Ford. I found it interesting and informative and may help you ask questions and consider structure, mission, type of Board that would be appropriate for your company. Each company and board is different and what works for one may not work for others. Good Luck |
| Fri, 06/08/2012 - 8:56am | #3 |
| David Womack | Bill I guess the real question here is two fold: 1) what do you want their involvement to be? and 2) what is the residual interest of the previous owners in the performance of the company? If the previous owners have a collateralized interest in the company, ie. a promissory note for the balance of the sales price, their rights are likely contractual and typically dictated by the sales agreement or the security agreement that collateralizes the note. If there isn't any note or collateral agreement, is there some other contractual agreement (employment contract or non-compete agreement) that stipulates what their involvment will be on the board? If there isn't any contractual arrangement that spells out their on-going involvement, then the owners need to simply evaluate the 'value' of these board members and follow the by-laws for electing new board members as appropriate. I have worked for companies where previous owners had residual contractual rights, and others where they did not. Where the ongoing rights are not contractual, determining the answer to your question is more art than science. If you are not happy with the ongoing relationship, find a good consultant to help guide you through the next step in the transition away from the prior owners. Good luck. |