3 Common Problems Managing Officers and Directors

Sketchnote Officers and Directors

And how to fix them.

There are three problems when it comes to managing the board of directors and keeping track of officers.

  1. How do you manage people serving as officers and directors on more than one business entity in the corporate family?
  2. How do you know who made a decision when people come and go on the board and management team?
  3. What do you do about all the other constituents involved in corporate governance?

The answer to all three questions is the same: move from a pile of corporate files to an entity management solution.

More than one entity means more than one role

Businesses which have more than one legal entity typically assign the same group of people to serve as officers and directors of each entity.

Officer and Director Assignments for Corporate Family
Officer and Director Assignments for Corporate Family

Each person serves a different combination of entities and in a variety of roles. This table shows some of the combinations that might occur with just three entities (ParentCo, SubCo1, and SubCo2) and five people:

Officer and Director Examples

Person Director Officer
Jane ParentCo, SubCo1, SubCo2 ParentCo, SubCo1, SubCo2
Joe ParentCo N/A
Yasmina N/A ParentCo, SubCo1, SubCo2
Paolo SubCo1, SubCo2 ParentCo, SubCo1, SubCo2
Yao SubCo1 SubCo1, SubCo2

To generate a meaningful report of the roles each person serves it is important to link the person to the entity in a data-driven solution.

History of board membership and the management team

There are lots of reasons you might ask who was on the board during a certain period of time. Or you might need to know who was on the management team a decision was made in response to litigation.

Timeline of Officers and Directors
Timeline of Officers and Directors

To show who served on the board of directors during a period of time, you need to track the terms of service for each director. With that information, you can simply ask “Who was on the board between these two dates?”

To reveal everyone on the board of directors in 2015, you might show the following:

Entity is ParentCo, Inc. AND Start Date is before 1/1/2015 AND End Date is after 12/1/2015

Person Start Date End Date
Jane 5/12/2012 N/A
Joe 3/24/2014 N/A
Samuel 2/2/2011 5/1/2016

There are, of course, many variations of this query. The point is that maintaining the terms of service for officers and directors enables quick analysis and avoids lengthy document reviews to find basic information.

Track other people or organizations

Sometimes it is important to track people or organizations involved in corporate governance. Examples include:

  • Outside legal counsel,
  • Auditors,
  • Accountants,
  • Consultants, and
  • Advisory or community board members.

It is helpful to keep these “other” people linked to the legal entity record for quick reference.

Conclusion

The fix for these three problems is to move from a document-based legal entity management to data-driven entity management. Instead of digging through years of corporate documents and history, click a few buttons to find what you need about officers and directors. Demonstrate more value and manage legal risk more effectively.

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