Corporate Governance Consulting

A well-defined and enforced framework for corporate governance provides a structure that works for the benefit of everyone concerned by ensuring that the enterprise adheres to accepted ethical standards and best practices as well as to formal laws.

In recent years, corporate governance has received heightened attention because of high-profile scandals involving abuse of corporate power and, in some cases, alleged criminal activity by corporate officers. An integral component of an effective corporate governance regime includes provisions for the civil or criminal prosecution of individuals who conduct unethical or illegal acts in the name of the enterprise

Key elements of good corporate governance principles embrace qualities such as honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and an overriding commitment to the organization.

Of paramount importance is the manner with which directors and management develop a model of governance that aligns the values of the corporate participants. This model must then be periodically evaluated for its effectiveness. In particular, senior executives should conduct themselves honestly and ethically, especially regarding actual or apparent conflicts of interest and disclosures in financial reports.

Commonly accepted principles of corporate governance include:

• Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and assist them in their exercise of those rights. They can help shareholders exercise their rights by effectively communicating relevant information that is understandable and accessible and by encouraging shareholders to participate in general meetings.
• Interests of other stakeholders: Organizations should recognize that they also have legal and other obligations to all legitimate stakeholders.
• Role and responsibilities of the board: The board needs to possess a range of skills and depth of understanding to effectively deal with various business issues and properly review and challenge the performance of management. It needs to be of sufficient size and have the right level of commitment to fulfill its responsibilities and duties. An important related issue pertains to the appropriate mix of executive and non-executive directors.
• Integrity and ethical behavior: Ethical and responsible decision-making is not only critical for public relations and the avoidance of lawsuits but is also an integral element in risk management. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision-making. It is important that a formal standard of conduct be in place as mere reliance by a company on the presumed integrity and ethics of individuals is bound to eventual failure.
• Disclosure and transparency: Organizations should clarify and publicly disclose the roles and responsibilities of the board and management in order to provide shareholders with a basis to ascribe accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

Senior management and the Board of Directors have a pressing responsibility in today’s environment to subscribe to a good governance structure. Global Atlantic Partners LLC has proven experience in assisting companies in the development and evaluation of governance structures and processes along with the implementation of best practice governance principles. Our extensive experience allows us to efficiently synthesize management and governance processes in order to guide your directors and officers as they address the problems specific to your company.

We offer advisory, implementation, review and benchmarking services.

More specifically, we can assist you with the following:

• Provide training to board members and senior management on corporate governance and other relevant topics
• Assess existing corporate governance practices, including identification of gaps between the organization’s current practices and best practice guidelines
• Assess the functions of management and the board, as well as the relationship between the two entities
• Provide guidance to the board in its responsibility to achieve legal and regulatory compliance, including the development of corporate codes of conduct
• Assess the corporate processes and board oversight of systems for risk management, including internal controls
• Assist in the structure of the various board committees including their composition and development of related charters
• Assess whether or not the existing committees of the board are effectively discharging their primary functions.