"Board Services Practices"

Hornberger Management Company offers management consulting and recruitment services for Corporate Board of Directors and Board of Advisors in the construction industry.

Management Consulting services address all matters of Corporate Governance, and provide solutions for the selection, creation, restructuring and recruitment of Board Members.

Recruitment services involve fixed-fee, recruitment of Outside Board Members.

One of the greatest challenges facing construction Corporate Boards today is their composition. In many cases, Board members are not truly independent councils. Instead, they represent insiders, friends and associates of other sitting Directors. Today things are changing. Corporate Board Members are being selected under greater scrutiny, while creating greater value for contractors as they begin to contribute more to the company, instead of simply overseeing from a distance.

Corporate Boards of Governance are also being held more responsible for providing oversight, process and accountability to their shareholders.They are required to develop the standards by which accounting, disclosure, and corporate management practices are held accountable. On July 30, 2002, President Bush signed into law The Public Accounting Reform and Investor Protection Act (commonly referred to as the Sarbanes-Oxley Bill).This gives the SEC more resources and authority to enforce securities laws and exacts new and greater penalties for fraud (such as disbarring directors and officers found guilty of fraud, longer prison sentences for certain types of white-collar crime, and return of ill-gotten gains to benefit defrauded shareholders). The Bill covers everything from analyst conflicts of interests to document shredding. It increases CEO accountability for financial statements, and makes CEOs and CFOs sign off on financials.

However with increased regulations and responsibilities, typically comes increased benefits and opportunities for those selected to sit on Corporate Boards.

Types of Corporate Boards:

There are several different types of Corporate Boards that govern contractors. Although some boards are either unaware, uninformed, or simply do not take the time to find out how they govern, others choose to determine where they are and where they want to be positioned in order to maximize their ability to govern. Below are the three most common structures for construction Corporate Boards:

Managed Board
The Managed Board typically has a strong CEO who also holds the chairman position, and consists mostly of insiders as board directors. Here the CEO maintains extensive influence over the selection of board members. These members usually unanimously support all CEO decisions.

Governed Board
The Governed Board typically includes a balance of strong outside directors, a strong CEO and a strong committee chairman. Board nominees are selected by outside directors, but with input from the CEO. The board meets independently of company management and board directors spend a great deal of time discussing company strategy and direction.

Directed Board
The Directed Board typically has strong outside directors with the CEO and Chairman positions held separately. These boards have a large percentage of outside directors and are clearly independent from the CEO and from the rest of company management. They also have significant input and control over major company management decisions.