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Board Governance

Robert Vowler

· Business,Board of Directors,Board Governance,Robert Vowler

As the former CEO of The Hershey Trust Company for 22 years, I have a wealth of experience in regards to boards of directors and board governance. And because this is such a popular topic right now, I wanted to provide some background information and insight into a few different types of board governance.


What is a Board of Directors?

Before I discuss board governance, it would help to understand what a board of directors is. Put simply, a board of directors is a collection of people who, collectively, manage and oversee the managerial policies of an organization or company. A board typically makes and finalizes major decisions for a company. While a board of directors is a requirement for any public company, privately held companies or nonprofits sometimes also have a board of directors.


Board Governance

Because a board of directors is usually comprised of multiple people (average is 9.2 members), it can be difficult getting every individual member’s point of view or insight into a specific issue or topic. This is where board governance comes into play. The way that a board is governed is usually determined by the company’s or organization’s goals.


Here are a few of the most popular governing styles for boards.


Traditional Board

The tried-and-true method of governing a board is the traditional method. For this style, all members of the board are held legally responsible for all actions and the entire board functions as a single entity on all matters.


Consensus Board

This method is most ideal for companies without large shareholders. In essence, this model focuses on equality; it provides an equal vote, responsibility and liability for each member of the board.


Management Team Board

This model is specific to nonprofit organizations and is by far the most popular. In this method, members assemble committees to handle a variety of tasks for the non-profit’s needs, including fundraising and program development; this is done in lieu of hiring employees for those tasks.

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