“Governance and leadership are the yin and the yang of successful organizations. If you have leadership without governance you risk tyranny, fraud and personal fiefdoms. If you have governance without leadership you risk atrophy, bureaucracy and indifference.”

– Mark Goyder, author of Tomorrow’s Company and renowned governance expert.

Public companies are required to adopt very specific Board structures required by their listing agencies and a variety of government regulations – many of the requirements made more stringent by the Dodd-Frank legislation of 2010. Having served on public company boards and as a public company CEO, John helps public companies with design and structural issues within these guidelines and regulations. The bedrock of the Hillen Consulting methodology revolves around designing a board and corporate structure that enables the strategy. To paraphrase former Secretary of Defense (and public company CEO) Donald Rumsfeld, too many companies go to war with the Board they have rather than the Board they need. The skills, backgrounds, competencies, and temperament of the directors, how they work together, what they work on, and how they interact with management are some of the key design issues. Getting this right helps accelerate the strategy and give management confidence that the Board is there to help them, not just oversee things periodically and pick up a stipend check.

Private companies or non-profits have considerably more latitude about Board design. Hillen Consulting has helped owners and CEO’s design advisory and fiduciary boards from scratch – almost always starting with the question, “Where is the organization going and how can a Board of some kind enable, support, or accelerate that?” Sometimes Boards are designed to help companies break into new markets, sometimes to help guide the firm through some uncharted waters, sometimes to coach and mentor executive teams, sometimes to rescue an organization from a set-back, and other times just to help an organization and its leaders gain the healthy discipline of having to “manage up.” And many other reasons. Non-profits often form Boards around their development and fundraising needs, for instance. Nonetheless, every organization is different, and the strategy it may or may not have formulated is different as well. To NOT have a Board designed around the original circumstances of the company and where it is going is sub-optimal. I’ve seen too many Boards that don’t add real value to the company – but rather are expensive hood ornaments of a sort.

Hillen Consulting uses a proprietary and rigorous methodology that fleshes out the needs and ambitions of the enterprise with whom John is working and then designs a Board and a corporate governance structure around the client. The design includes the types of Directors or Advisors that would likely be needed, a structure for how the Board would operate including committee structure and remit, operating and communications rhythms, interaction with management, reporting, tempo of meetings, by-laws and other Board structure matters. A corporate law firm can advise you on the technical and legal details of setting up a Board. Hillen Consulting can make sure it is something that fits (and helps!) your firm’s strategy and culture.

For a more detailed description of this engagement, please contact Hillen Consulting.

“Chief Executives must run the corporation, but Directors must also lead on the most crucial issues. Monitoring is still important. Governance matters. But the time has come for Boards to rebalance their responsibilities. Directors need to know when to take charge, when to partner, and when to stay out of the way.”

- Ram Charan, Dennis Carey, & Michael Useem in Boards That Lead, an acclaimed Harvard Business Review press book.

Boards of Directors, Trustees, or even Advisors sometimes are very often charged with evaluating executive and company performance. But who assesses how the Board itself if performing? Does the Board and the way it works seem to reflect the difference governing and managing? Is it too involved or not involved enough? Does it have a culture of candor and a willingness to listen to opposing views or is it the proverbial congenial rubber stamp? Does it type-cast Directors into limited roles and has a total effect that is less than the sum of its talent? Does it ensure individual accountability for the Directors and accountability for the group as a whole?

These are just some of the high level questions that Boards need to ask themselves in regular and rigorous performance assessments. In all the corporate scandals over the past two decades where the Boards of the offending firms were found partially culpable, none of those Boards were criminally in league with guilty management. They were busy and following the standard rules and regulations but they also were not effective at good governance. That required evaluating their performance in a way that did more than capturing meeting attendance and regulatory compliance. Instead, they needed to measure their leadership culture and effectiveness in overseeing management – and in a way that added value to the business.

Hillen Consulting employs an original Board assessment tool including John’s interviews and observations to help companies assess their Board performance and seek ways to improve. John, who designed a course on non-profit governance for George Mason University’s Education School and who has served on over a dozen non-profit Boards, also does this assessment for non-profit organizations or even government agencies with oversight or advisory bodies. Boards armed with this assessment and John’s counsel can adjust their operations or culture if needed, and become high performing Boards.

For a more detailed description of this engagement, please contact Hillen Consulting.

“Good corporate governance is about 'intellectual honesty' and not just sticking to rules and regulations, capital flowed towards companies that practiced this type of good governance.“

– Judge Mervyn King, Chairman of the King Commission on Corporate Governance.

Many times a Board will be well designed and structured, and also have a regular rhythm of assessing its own performance. Even then, Boards, like any other organization, can fall out of best practices or fail to adopt ones that are necessary in a dynamic regulatory and management environment. Keeping up with best practices is not simply a matter of compliance. The Board’s Counsel or company General Counsel can ensure that. Rather, best practices for high performing Boards often concern values, culture, behaviors, and effective interaction as a team.

John Hillen has seen and been a part of great Boards, good Boards, and bad Boards. In teaching governance and working with companies and non-profits, he had a chance to see the range of best practices and how they best work for Boards. Just as every organization is different, so is every Board. The best results from implementing best practices into a Board’s work is most often to customize the practices and their implementation to those unique circumstances.

Even with the thorough implementation of widely accepted governance best practices, Boards can still have sub-optimal performance. John agrees with Don Gogel, an experienced corporate director and private equity investor who stated that some Boards “can quote board best practices like catechism, but the best boards have a certain magic.” Moving beyond best practices to help produce an effective Board culture of the right temperament, the right conversations, the right amount of involvement in details, and the right engagement with management is where John focuses his work.

John works with Boards, Directors, and even the management teams to help them understand and implement the best practices that fit them, and have a culture of leadership and governance that allows them to be effective beyond best practices.

For a more detailed description of this engagement, please contact Hillen Consulting.