CORPORATE GOVERNANCE RESEARCH AND ADVICE
Over time, the same oil and gas exploration and production client company that had contracted for Frost HR Consulting’s help with its compensation committee charter again turned to the firm for assistance with other matters.
In one instance, the client had reason to believe that it could be acquired by another company against its will. In this case, the client wanted advice about shareholder rights provisions—a plan that could prevent an easy takeover of the company, including poison pills. Specifically, the company was interested in learning about industry trends in this area and what shareholder activists were thinking about various ways to prevent a takeover.
At another time, the company wanted advice about whether or not to add an additional position to its board of directors—a lead director. The company was considering this possibility because it had identified instances when the combined CEO/chairman of the board needed to recuse himself from a discussion (for example, when the board discussed his compensation). In such a case, the lead director could chair board meetings. It also wanted guidance about whether or not it should split the combined CEO/chairman of the board position into two separate board positions.
In a third instance, the company asked for help in determining if it should set a retirement policy for its board members. The company was curious about industry policies regarding board member retirement with the thought that a retirement policy might promote more diversity on its board.
And again, the company sought Frost HR Consulting’s help when it asked the firm to compile board members’ performance assessments of one another and present evaluations in an anonymous manner to preserve board members’ confidentiality.
In these instances, the company’s goals were:
- Draw on Frost HR Consulting’s experience and knowledge base to learn more about a particular topic
- Gain information about what other companies in its industry were doing or what other significant groups’ attitude toward a particular position was
- Get the assistance of Frost HR Consulting to complete a sensitive activity as an independent third party
For each project, Frost HR Consulting was contracted either to research a specific topic (i.e., board of directors retirement policies or industry trends for shareholder rights provisions) or to render a specific service (i.e., compile and deliver board member performance evaluations as a third party).
For these projects, Frost HR Consulting had these goals:
- Determine industry or shareholder trends for specific topics
- Deliver a specific, requested service in a professional and caring manner
- Use accumulated experience and knowledge to recommend a course of action
Depending on the nature of each project, consultants researched corporate literature and databases, created and conducted a special survey for peer companies about board retirement policies, compiled and analyzed data, evaluated a range of options, and recommended a course of action for the benefit of the client. In the case of the board of directors performance assessment, consultants compiled evaluations that had been completed by individual board members and presented results to the board so board members could discuss any potential action items coming from the assessments.
Specific recommendations coming out of these projects that were adopted by the company included:
- Addition of a lead director role to the board of directors assignments
- Keeping the combination CEO/chairman of the board position
- Implementation of a retirement policy for board members
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