Corporate Governance

Ward Howell’s corporate governance practice helps to create value for shareholders by building optimal corporate governance models.

An efficient corporate governance system provides for sustainable business growth and profitability, sets the rules and models of collaboration between owners and management, creates risk management mechanisms, and promotes the creation and dissemination of a professional culture.

Over the last ten years of corporate governance practice, we have helped more than 60 companies to create effective corporate governance systems, assessing the work of existing bodies and the recruitment of top professionals to the Boards of Directors.

Our approach

  • 01

    Customization:

    we develop a unique solution for each project, scrutinizing and considering the scope, the specifics of the current business case, and the company’s background and culture

  • 02

    Global expertise:

    we closely follow international trends and best practices in the field of corporate governance, conducting joint research with the leading business schools.

  • 03

    Independence:
    we believe that it is vitally important to maintain the independence and unbiased character of our expert assessments.  

Services

Audit of the corporate governance system

Evaluate the efficiency of collaboration between corporate governance bodies (including the Board of Directors, CEO, Executive Board and shareholder meetings)

Creating the Board of Directors
  • Determine the optimum composition of the Board of Directors
  • Search for independent directors
BoD performance evaluation
  • Independent evaluation of the BoD performance
  • Development of self-assessment criteria and methods for evaluating the BoD performance
Development of a remuneration system for BoD members
  • Benchmark remuneration systems for BoD members
  • Develop short-term and long-term remuneration systems for BoD members
Coaching and development for members of the Board of Directors
  • Customized leadership training programs with participation from leading international experts
  • Facilitation of Board meetings
Succession planning
  • Develop systems of succession for the CEO, key company executives and members of the Board of Directors
  • Develop continuity systems in family-run enterprises

Cases

Task

A large media group (one of the top 3 in Russia) approached us with a request to develop an efficient system of corporate governance, including the establishment of a Board of Directors.

Account of the work accomplished

We developed formats of collaboration between the key corporate governance bodies (shareholders, the Board of Directors and the Executive Board) and described an optimal structure and operating procedures for a Board of Directors. In addition, we involved independent directors and developed a system of long-term remuneration for the Board pegged to the rise in company value.

Traps and pitfalls

The main problem was the lack of an effective system for decision-making and the distribution of authority at group level.

Result

The client obtained an efficient corporate governance system geared towards equity growth. The main shareholder was able to disengage from operational management, focusing instead on working as a member of the Board.

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