Board Advisory: Areas of Focus
Corporate GovernanceA good corporate governance system adds value to your business by
encouraging innovation, entrepreneurship and the appropriate level of risk.
Corporate governance is more than having the right board committees, charters or procedures. Corporate governance is not only about compliance with appropriate regulations or laws. Corporate Governance encompasses all the systems used to direct and manage your business. Because each business is unique, there is no standard template that ensures your company is meeting the appropriate corporate governance standards. A good corporate governance system adds value to your business by encouraging innovation, entrepreneurship and the appropriate level of risk while providing accountability and control. With over 30 years of financial and business management experience with business of different sizes and industries, I help businesses achieve good corporate governance practices that are neither too restrictive and costly or too lax. As either a board member or consultant, I can help you achieve corporate governance which is “just right” for your business. Return to top
Financial ReportingIf you are frustrated because your filings don't tell
the whole story about your business, we should talk.
Financial Reporting is more than just compliance with GAAP or SEC regulations. I believe financial reporting is an opportunity not a chore. Each financial report your business prepares, whether for external or internal purposes, allows you to tell the readers about your business. For internal purposes, I can help you streamline and improve your internal reports, making all of your reports more useful and relevant. For public companies, your quarterly and annual reports are a time you can speak directly to your investors not only about historical results but also about the risks and opportunities in your business. If you are frustrated because your filings don’t tell the whole story about your business, we should talk. With over nine years of experience in public accounting, over thirteen years as CFO of public and private companies and as Chair of audit committees, I can help you prepare external reports that are not only fully compliant with GAAP and SEC regulations, but tell readers the full story of your business. If your company has special needs, such as responses to SEC comments letters, reporting acquisitions or mergers, initial public filings or application of new accounting pronouncements, I am experienced and eager to help. Return to top
Good financial planning begins with an assesment of
both the strengths and the risks in your present business.
Financial planning is more than just an annual budget. Financial planning requires an in-depth understanding of where you want your business to be in the next year and the next five years. Good financial planning begins with an assessment of both the strengths and the risks in your present business and your plans to capitalize on the strengths and mitigate the risks. A financial plan includes a sound and achievable revenue forecast based on your best knowledge of your business, your industry and the economic climate. Financial planning allows you to critically examine your costs, not only to make cuts but also to see what areas require additional investment. If the financial plan requires additional capital, I can help you prepare the documents which completely describe the unique opportunity, introduce you to individuals who can help you raise the capital, sit in on meetings with potential investors, help you determine the right financing structure and assist in negotiating and close a financing that is right for you and your business. I have raised over $300 million for small and medium businesses through a variety of structures.
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Special Committees and Forensic Accounting
I can help you and your board investigate claims...
so you can concentrate on the success of your business.
In these litigious times, it is easy to be sued. Plaintiffs’ attorneys look for opportunities to file class action or derivative action lawsuits. In addition, due to highly publicized frauds such as the Madoff debacle, the SEC is becoming much more proactive in pursuing actions against public companies. As a board member, I have served as chairperson or as a member of a number of special committees formed by boards to independently investigate claims arising from shareholder derivative actions, class action claims and/or SEC investigations. I have performed the forensic accounting work required to investigate the claims and prepared a 45-page report whose conclusions were completed accepted by the Delaware Chancery Court. I have directed the work of major law firms and accounting firms whose conclusions have limited actions by the SEC and law enforcement agencies and have had derivative actions dismissed by the Courts. As either a board member or a consultant, I can help you and your board investigate claims made in litigation, by the SEC or other authorities and assist you in ultimately put these matters behind you so you can concentrate on the success of your business. Return to top
If you would like to learn how my real world experiences can
help your board make better ethical decisions, I look forward to speaking with you.
Our shareholders, other stakeholders and our government have entrusted great responsibility in the Boards of Directors of our public, private and not-for-profit corporations. As directors, we have the power to create great wealth, job creation and innovation. We can help lead our country and the world into a new era of financial growth and expansion.
The economic crisis that began in 2008 strengthened my interest in corporate ethics. The collapse, or near collapse, of many American businesses has caused many people question many of the actions of the Boards of Directors of major companies including Citi, General Motors, AIG, Lehman Brothers, Circuit City, FNMA (Fannie Mae) and others. It is easy, in hindsight, to criticize the lack of understanding and oversight by the Boards of these companies. It is harder to develop means by which future Boards and companies can stop repeating the mistakes of the past.
I believe that public, private and not-for-profit Board’s, which develop, and, more importantly, use an ethical framework in guiding their governance and oversight, will improve their Board decision-making and Board performance.
Many ethics presentations are either sanctimonious and preachy or simplistic and useless. I am in the trenches every day and I understand that ethical decisions can be hard. I prepare programs on ethics for directors, which encourage thoughtful discussion and encourage participation. The cases I prepare are based on real experiences. If you would like to learn how my real world experiences can help your board make better ethical decisions, I look forward to speaking with you. Return to top