April 14, 2010

Boards of Advisors Instead of Boards of Directors?

NCEO founder and senior staff member

In recent years, many ESOP and other employee ownership companies have created more formal boards of directors, including independent directors. While this is a best practice, current company boards may be reluctant to take on the added costs these boards can create, may worry about losing too much control, and/or may have difficulty finding people willing to take on the fiduciary responsibility. An alternative is to create a board of advisors, a non-fiduciary group that can provide input into any corporate issue without having fiduciary responsibility for it, provided the advisors are really just that, not de facto decision makers called something else. These boards can also be set up when there is a more formal board. For instance, they can be a way for getting employee input into corporate-level decisions without raising all the potential legal and conflict-of-interest issues that could otherwise arise.