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A Practical Guide to Advisory Boards

While working with private companies (of all sizes) it has become clear that many don’t have proper governance/support structures for their CEOs. Growing an organization profitably is a challenge at the best of times. For private companies, setting up an Advisory Board both formalizes the planning process and provides the benefits of review and accountability.

In this white paper, we give context and practical advice to the entrepreneurial executive on Advisory Boards: what they are, how to set one up, and how they operate.

Every business is faced with challenges. 

You’ve jumped into a new business area, but is the opportunity being fully exploited?  Or sales have gone through the roof, but the business is straining under the load.  Or the need for financing is impeding growth. Or you’re being bullied by one of your customers, competitors, or suppliers.  Or an acquisition is on the horizon… or a sale.  Or, a hundred other new challenges that you might not be comfortable with.

Every leader has his or her strengths.  Some are more sales-oriented, others are financial gurus, while others may bring technology skills to the table.  But most managers also work best (and feel most comfortable) in organizations of a particular size.  A manager who is best at start-ups rarely would choose to work in a very large organization, and vice-versa.  From the perspective of the business, the skills required to set up a business from scratch, are different than the skills used in managing a 20-person organization.  And these skills are different than for a company of 100 or 1000.

So while different sized organizations need managers with different skills, they also need business processes, organizational structures and systems appropriate for their scale.   And with growth, comes more complex relationships with customers, suppliers, and sources of financing.

The smartest managers are constantly learning, and constantly “re-inventing” themselves.  When faced with one of these scenarios, a smart manager is equipped to make a decision, and then run with it. 

Where does this learning come from?  From reading, attending management education courses, and certainly from the school of hard knocks.  Employees help, and paying specialized consultants for their experience helps as well.  More mature managers collect informal networks of people to bounce around ideas.

There is another very productive way to address the challenges of a growing business: forming an Advisory Board.   In essence, the Advisory Board is a group of five to seven people who meet with the CEO in a “Board-style” meeting, usually quarterly. 

The Advisory Board

What is the difference between a Director and an Advisor?  A Director is usually a shareholder, has numerous fiduciary duties, and can be held personally liable (depending upon jurisdiction) for environmental damages, payroll, and certain unpaid taxes.  The Director (and by extension, the board) is the primary mechanism to effect corporate governance.  Whether a director is an inside or independent director, a majority or minority shareholder, their primary duty is to represent the best interests of all of the shareholders.  Much of the structure of Board meetings, and the committees that are formed by the Board, exist to serve these ends.

An Advisor may or may not be a shareholder; in fact, the advisor wouldn’t have any duties to other shareholders.  An Advisory Board doesn’t replace a formal Board of Directors, but rather supplements it.  For efficiency, Advisory Boards usually are comprised of all of the Directors, and the Advisors.  The advisory board doesn’t usually deal with governance issues:  it advises the entrepreneurial executive (or the executive team) on issues of strategy, and in areas for which an external perspective would be helpful.  Like their board member colleagues, each advisor is bound by a strict confidentiality agreement.

One of the primary goals of the Advisory Board is to widen the experience of the leader, and by extension, to bring greater “depth” to the management team.  In smaller organizations, this may provide the leader with a coterie of experts-on-call.  In larger organizations, the Advisory Board can also provide questions for the leader to ask his or her team.  Before reviewing how to select/recruit advisors and the board meeting agenda, here are six specific areas where an Advisory Board should play a role:

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  • Bob Coffey

    Bob Coffey

    Vice Chair (ret'd) KPMG

    A top number one communicator and visionary with excellent skills and technical knowledge. I can recommend Randall without reservation.

  • Patrick Ferrier

    Patrick Ferrier

    President McGraw-Hill Ryerson Higher Ed

    Randall is a perceptive, highly innovative thinker with an acute awareness of the fundamental principles of business and a sincere curiosity in the promise of technology and how it can improve the human condition.

  • David Stones

    David Stones

    CEO Childhood Cancer Foundation

    Great to work with. He got inside our business and inside the heads of our clients. He delivers... with a smile.

  • Bob Coffey

    Bob Coffey

    Vice Chair (ret'd) KPMG

    A top number one communicator and visionary with excellent skills and technical knowledge. I can recommend Randall without reservation.

  • Patrick Ferrier

    Patrick Ferrier

    President McGraw-Hill Ryerson Higher Ed

    Randall is a perceptive, highly innovative thinker with an acute awareness of the fundamental principles of business and a sincere curiosity in the promise of technology and how it can improve the human condition.

  • David Stones

    David Stones

    CEO Childhood Cancer Foundation

    Great to work with. He got inside our business and inside the heads of our clients. He delivers... with a smile.

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