Board & Board Committees Composition & Nomination
The company’s professional Board is the “engine room” for the General Assembly and a key driver of the governance journey. The effectiveness of the company Board, is a reflection of the company’s performance.
LOGIC Consulting conducts a professional and methodical Board composition exercise post the LSI assessment, understanding the client’s strategy and the prevailing culture. Hence establishing a professional board reflecting the real needs of the company, the owners’ aspiration and vision.
LOGIC Consulting’s Board nomination methodology ensure the right Board size and mix; number of members and their background, respectively.
LOGIC Consulting possesses a Board Members’ database including qualified candidates with cultivated Board experience, reputable in the business environment, governance literate, strategic thinkers and possessing a horizontal business acumen. This database provides the Consulting team an array of experiences that are matched with the identified required board seats for each client.
The nominated individuals represent the “Independent Directors” needed on Boards, along with a restricted number of shareholders and non-executives to ensure decisions are made professionally and subjectively.
To ensure a proper balance, the Consulting team also recommends and establishes the required committees from the approved nominated Board Members.
The Board Committees ensure the Board’s effectiveness. The Committees conduct the preliminary study and discussions for specialized matters, depending on Committee scope; Financial & Operational compliance through the “Audit Committee”, Risk Mitigation management through the “Risk Committee, Board, CEO and C-1 succession and remuneration in the Nomination & Remuneration Committee and Governance compliance in the “Governance Committee”.
LOGIC Consulting identify the necessary committees to be established, depending on the Board size and company needs. Ensures the nomination of the Committee members from the nominated Board members and in rare cases external members are invited.
Board & Committee Charters
Staying abreast with the changes in governance practices and the changes that apply to the governance codes, LOGIC Consulting ensure to update the Board and Committee charters to comply with the most recent updates.
Based on the Board and Committee composition for each client, LOGIC Consulting customize the Board & Committee Charters incorporating each client’s board and committee specifics outlining; scope, roles, responsibilities, dynamics, authorities and rights of Board Members and Committee Members.
Board Evaluation and Performance Enhancement
The firm belief that organizations need to adopt a continuous improvement mindset, the Board of Directors is no exception to the rule and is required to consider how to continuously maximize its performance for the primary objective of improving the company’s performance and ultimately achieving shareholders interest. LOGIC Consulting designed a tool that enables the board to run an annual self-evaluation on the board dynamics and compliance to the stipulated laws and codes, covering all Board governance related aspects and generate an action plan for improvement. The Chairman is the custodian of this process, with the support of the Board secretary, and needs to ensure the implementation of the improvement actions.
Corporate Governance calls for synergizing relationships between the company's management, its board, its shareholders, and all other internal and external stakeholders.
The Authority Matrix is a document listing all critical decisions made by Governance Stakeholders being; General Assembly, Extra Ordinary General Assembly, the Board, Chairman, CEO and External or Internal Auditor, clearly illustrating all critical decisions’ primary, secondary and final approval owner(s). Examples of such decisions are; Investments, budgets, company purpose, change in the company’s bylaws, Asset management, board members’ election & termination, key financial decisions etc.
This document also ensures the avoidance of any conflict of interest or the overlapping of responsibilities as mandated and stipulated by Corporate Laws or Governance Codes and protects stakeholders from any legal or financial liability.
The Board Reporting Kit, is a set of reports comprising reports’ templates for professional board members, capturing the critical data required to facilitate the Board’s company performance monitoring and their decision making processes. The kit includes reports on Strategy, Corporate Governance, Succession Planning, Audit, Risk and Key and Financial Reports.
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