You have decided to review the setup of your Board of Directors. Until now, you met very quickly once a year with your ‘board secretary’, who is also your son. But after a discussion with another leader, you realized what a professionally organized board could really do for you:

  • Access to additional skills and regular support
  • Anticipating risks
  • Implementing a medium to long term strategy
  • Taking a higher view on matters
  • Taking advantage of an external perspective
  • Benefiting from additional resources, mastering the company’s environment, in case of crisis

In short, the sustainability of your business!

Use of an independent director:

You have therefore called on an independent director to take risks with you, to be accompanied and to implement good governance.

An independent director is not a consultant who gives advice and leaves. An independent director is a partner who takes the legal risks (criminal and civil) with you in a private capacity.

Creation of an annual schedule:

The first job you do together is to understand the strategy that the company has defined, to do the “risk analysis”, to ensure that the right and necessary governance measures are and will be taken into consideration to guarantee the sustainability of the company on the one hand, and to reduce the legal risk of the directors on the other hand. You will therefore cover a wide “menu”:

  • Risk management
  • Compliance with major industry issues
  • Corporate Policy
  • Medium and long term vision
  • Budget
  • Etc…

Your next board meeting is coming up and you don’t really know what to prepare.

Here are our tips:

Questions to ask:

  • What do you expect from this session?
  • What should it bring to your company?
  • What are the major challenges in the short term?
  • What are the blocking points that deserve to be discussed at the Board level?
  • What are you missing to be clear with your business strategy?
  • What about the risks?

Creating an agenda:

On this basis, the chairman must prepare an agenda with documentation and information so that members can come prepared. Be clear about your expectations and get the pre-reading out to everyone well in advance.

Also plan a session that is long enough to cover all the points in depth.

How to facilitate the session?

The chairperson votes last because he or she has the predominant vote, especially in a final tie vote. The chairman is responsible for the proper conduct of the debates, to give the floor fairly to the speakers, his role is to solicit questions and stimulate the debates.

Once the meeting is over, the decisions should be recorded in minutes that highlight the actions to be taken as a result of the decisions made. The distribution of responsibilities and the deadlines for execution must also be clearly documented. It is the secretary’s responsibility to take care of the session beforehand and all the follow-up afterwards. The secretary handles the administrative management of the board of directors.

APIA SWISS is there to help you!

If you have any questions about setting up your board of directors or its efficient functioning, please do not hesitate to contact us. Moreover, you can call upon Apia Swiss, if you are looking for an independent director to assist you in setting up your board of directors.

APIA Swiss Team