What good board governance looks like
Strong governance rests on four pillars:
Fiduciary responsibility
Board members have legal duties to the organization. The duty of care means making informed, thoughtful decisions. The duty of loyalty means putting the organization's interests ahead of personal ones. Nonprofit boards also carry a duty of obedience to the organization's mission.
Compliance
The board makes sure the organization follows the laws, regulations and internal policies that apply to it, and that management has systems in place to catch problems early.
Oversight
The board holds management accountable for performance and risk without running day-to-day operations. That balance, "noses in, fingers out," is one of the hardest things for boards to get right.
Ethics
The board sets the tone at the top: conflict-of-interest policies, a code of conduct, and leaders who model the behavior they expect.
Signs your board needs attention
- Meetings are mostly reports, with little discussion or decision-making.
- Board members get information too late, or too much of it, to prepare.
- Roles between the board and management are unclear.
- The same few people do all the work, or seats stay empty.
- There is no plan for succession, of either leadership or board members.
- Strategy is discussed once a year and then forgotten.
Our board governance services
- Board assessment: a confidential review of composition, practices and effectiveness.
- Structure and committees: right-sizing the board, defining roles, and writing committee charters.
- Governance documents: reviewing bylaws and policies in coordination with your legal counsel.
- Recruiting and onboarding: identifying the skills the board needs and bringing new members up to speed.
- Effective meetings: better agendas, consent agendas, concise board packets and dashboards that focus discussion on what matters.
- Strategic planning: facilitating the board and leadership team through a plan that gets used.
- Succession planning: for the CEO, key leaders and board seats.
Advisory board or board of directors?
For many privately held companies, the right first step is an advisory board: a small group of experienced outsiders who offer guidance without legal authority. It brings fresh perspective and accountability with less formality. As the company grows, takes on investors or prepares for a sale, a formal board of directors may become the better fit. Built Different Consulting helps owners decide which model fits and how to set it up well.
Governance for growing companies and nonprofits
Governance needs change as organizations grow. A founder-led company adding its first outside directors needs something very different from an established nonprofit refreshing a long-serving board. Every engagement starts with where the organization is today and builds the practices it needs for the next stage.
Frequently asked questions
Does a privately held company need a board?
Not always legally, depending on the company's structure, but many growing private companies benefit from one. A board or advisory board brings outside perspective, accountability and expertise the owners may not have, and is often expected by lenders, investors and buyers.
What is the difference between an advisory board and a board of directors?
A board of directors has legal authority and fiduciary duties: it can make binding decisions and is accountable to the owners. An advisory board offers guidance only, with no legal authority. Many private companies start with an advisory board and move to a formal board as they grow.
How often should a board meet?
It depends on the organization's size, stage and needs. Many boards meet quarterly, with committees meeting in between. A newer or fast-changing organization may need more frequent meetings.
Do you provide legal advice on bylaws and governance documents?
No. Built Different Consulting advises on governance structure and practice and works alongside your attorney, who should review and finalize bylaws, charters and other legal documents.
What is a board assessment?
A board assessment is a structured review of how well the board is working: its composition, roles, meetings, information and relationship with management. It usually combines confidential surveys and interviews and ends with practical recommendations.