A Board of Directors or an Advisory Board for Your Business?

November 10, 2011

To survive and thrive in a competitive marketplace, companies need to secure help and guidance from a wide range of sources. To do so, many companies create advisory boards, or more formally, a board of directors to help guide them and hopefully facilitate growth.

If your company plans to go public, it will be required to put a board of directors in place. However, prior to that time, you may be faced with the decision as to whether to create a board of directors or an advisory board. 

To determine which path makes most sense for your organization, here are some of the primary differences between a board of directors and an advisory board:

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<P align=center><STRONG><FONT size=3>Board of Directors</STRONG></P></FONT></TD>
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<P align=center><STRONG><FONT size=3>Advisory Board</STRONG></P></FONT></TD></TR>
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<TD ><FONT size=2>Considerably more expensive to form, manage and maintain than an advisory board. Typically, board members are paid to attend meetings and are reimbursed for travel expenses. The bigger your company, the higher meeting attendance fees are likely to be.</FONT></TD>
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<P><FONT size=2>Advisory board members typically receive lower compensation for attending meetings. They often forgo a meeting attendance fee and travel expense reimbursement in exchange for a small equity stake in the company.</FONT></P></TD></TR>
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<TD ><FONT size=2>The role of the board of directors is legally defined by a set of bylaws or rules which spell out what matters the board will be involved in, how often it will meet, and how directors are elected, removed and compensated.</FONT></TD>
<TD ><FONT size=2>While a board of directors is a formal organization that must comply with bylaws, the advisory board is far less formal and able to "ebb and flow" with the needs of CEO and executive management. Specifically, members can be added or removed with relative ease depending on the needs of your company.</FONT></TD></TR>
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<TD ><FONT size=2>The board has a legal duty to the company and if mistakes are made, the members can be found liable. Without a directors and officers insurance policy (D&amp;O) in place, potential board members may be reluctant to join the board and face potentially unlimited liability.</FONT></TD>
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<P><FONT size=2>Members of the advisory board, with very limited exceptions, cannot be found liable for mistakes that they make while advising the company. Therefore, there is no need to purchase D&amp;O liability insurance.</FONT></P>
<P><FONT size=2>With less inherent risk, potential advisory board members may be far more likely to accept a position.</FONT></P></TD></TR>
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<TD ><FONT size=2>A popular misconception is that a board serves at the discretion of the CEO and works in the best interest of the company's executives. The board represents the interests of the organization and shareholders and it will consequently place those interests above that of management.</FONT></TD>
<TD ><FONT size=2>Advisory board members are chosen by the CEO and management team and can be replaced by them. The top priority of an advisory board is to&nbsp;advise and assist the&nbsp;CEO and top managers.</FONT> </TD></TR>
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<TD ><FONT size=2>A board of directors is likely to be more motivated -- financially and legally -- to help a company succeed. Also, since directors typically receive far more information from the company than advisory board members, they are conceivably able to make better, more informed decisions. </FONT></TD>
<TD ><FONT size=2>Since the chances of being held liable for the advice they provide is highly unlikely, advisory board members may provide much more information than they would if they were on a board of directors. However, the free flow of information is a double-edged sword in that it may result in less forethought.</FONT></TD></TR>
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<TD ><FONT size=2>Although rare, a board has the power to remove the CEO from the company. The likelihood of such an event is far higher if board seats are allocated to investors.</FONT></TD>
<TD ><FONT size=2>Unlike a board of directors, advisory boards do not have the authority to make decisions. They are only there to provide advice and ideas. Management makes the decisions.</FONT></TD></TR></TBODY></TABLE>

Best Practices for a Board of Directors or Advisory Board

Regardless of which path your company chooses to pursue, there are best practices that can apply to both options. Consider the following:

1. Choose wisely. To avoid "group think", where people tend to think along similar paths, don't engage individuals that possess experience and views that are similar to the CEO and executive management. Look outside your immediate network. Diversity of experience and thought can be translated into a competitive advantage. A prospective board member should have:
A track record of success.
High ethical standards that they are not willing to compromise.
Industry knowledge or a willingness to gain the appropriate knowledge.
Sufficient time to dedicate to the role.
2. Identify today's challenges. Before forming a board of any type, take stock of where the company is today, as well as the future aspirations and challenges it will face. For example, if your company plans to enter a foreign market within the next year, it makes sense to include an individual with this type of experience on your board.

3. Don't over or under build. It is possible to have too many members in either type of board, and it is also possible to have a board that is too small to bring about change. Many corporate governance experts recommend that in order to be effective and accomplish all of a traditional board's legally mandated responsibilities, seven to nine board members are needed. 

An advisory board can certainly be smaller than a traditional board and still be effective since it is less formal in structure and nature. In either event, first identify the company's challenges and the skills needed to address them, and then choose the optimal number of members. A small, yet ineffective board is just as problematic as a large, overstaffed board.

4. Focus at the committee level.  In the case of a board of directors, there are typically three to four crucial committees -- audit, compensation, nomination, and executive. Each committee should have a clear mandate and meet regularly to discuss the issues it is charged with addressing.

As you can see, there are significant differences between a board of directors and an advisory board. By examining them, you can decide what type of board is best for your business. Keep in mind that an advisory board offers many of the benefits associated with a board of directors. Depending on the size and maturity of your company, it may be the most viable option to pursue.

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