Board Evaluation

How well does your Board of Directors do its job? Do they have the technical capabilities and unique skills necessary to establish and conduct effective governance practices? At Dunkirk Governance Specialists, our consultants can evaluate the capabilities and effectiveness of your directors, both individually and as a group, including board committees. We also provide a constructive assessment of your board's formal governance practices, including meeting preparation and documentation, and risk assessment processes.

Objective Evaluation of Board Members & Chairman Capabilities
We evaluate the demonstrated abilities of individual board members in governance activities and processes. This includes attending and observing board meetings so that we can evaluate the qualities and capabilities of individual directors, and assess the nature of their contributions to board deliberations. Our consultants also meet privately with each board member to individually assess their capabilities and leadership style. In addition, we examine the following:

Conflicts of Interest - In our view, conflicts of interest can greatly impair the effectiveness of a Board of Directors. Directors run the risk of making decisions that favor their own, personal agendas at the expense of the Company as a whole. We examine and assess all conflicts of interest among board members, and make recommendations as to how they should be resolved. Evaluation of Chairman's Leadership Skills - We believe that the role of the Chairman in corporate governance is both unique and exceedingly important. The Chairman serves as a leader, coach, and facilitator to both the board and management, but is also the "ultimate servant" to the shareholders. Our consultants can prepare a constructive assessment of the Chairman's leadership skills, and identify positive characteristics and areas where changes are recommended.

Objective Evaluation of the Board's Collective Capabilities
The essence of constructive corporate governance is teamwork, in which collaborative analysis and discussion provide greater clarity and depth of reasoning than can be achieved by individuals working alone. Our consultants can provide an independent assessment of how well your Board of Directors works as a team, including the effectiveness of the deliberation process, and their ability to address critical strategic issues. We specifically focus on two important issues:

How Effectively the Board Converts Deliberation into Action - It is one thing to develop constructive ideas and to gain insight through effective deliberations, and quite another to turn these ideas into action. Our consultants can demonstrate how deliberations create action items that become the foundation for progress and a vehicle to achieve results. The Board's Relationship with Management - In our view, the Board's relationship with management is absolutely critical to the success of your Company. Through firsthand experience serving as directors, our consultants have developed several simple but effective techniques for getting the most out of management. This entails building an unambiguous set of expectations, including time tables and benchmarks, as well as specific criteria to measure performance.

Evaluation of Standing & Ad Hoc Committees Performance & Effectiveness
We examine committee effectiveness in much the same manner as the Board of Directors as a whole, and also examine committee charters, agendas and minutes to assess performance relative to the stated mission of the committee.

Evaluating Board Practices
We believe that the formalities of corporate governance should be taken very seriously. With this in mind, we conduct a thorough review of the Board's documentation and related materials, including:

Meeting Agendas Financial Statements Board Resolutions Meeting Minutes Management Reports Paper Trail The formalities of governance also are examined with respect to the professionalism of meeting conduct, including offering resolutions, voting practices, addressing conflict and disagreement, and the overall tenor and pace of meeting conduct. We also evaluate how the Board prepares for meetings, creates the meeting agenda and distributes advance materials.

Evaluation of the Board's Processes for Assessing Business Risks
In our opinion, risk oversight is an essential role of the Board of Directors. This function should be conducted in a structured and systematic fashion, with considerable input from management, counsel, and other outside professionals. At Dunkirk Governance Specialists, we have developed several specific tools that can be used to examine and assess risk throughout your Company. This includes potential risk areas such as vendor and customer relationships, workplace safety, product liability, and employee relations.