Corporate Governance Consulting
How Can Effective Corporate Governance Strengthen an Organization?
Smart organizations control their destinies. Effective corporate governance helps organizations do just that by strengthening oversight, supporting sound decision-making, managing risk, and establishing clear accountability between boards and senior management.
Governance issues increasingly lie at the center of complex business disputes, regulatory scrutiny, shareholder concerns, and questions about corporate conduct. Organizations therefore need governance structures that not only support operational success but also provide appropriate oversight, controls, reporting, and checks and balances.
Among the pressures that can put an organization’s governance structures and practices to the test are:
D&O claims and potential liability
Shareholder activism and challenges to board and management decisions
Litigation supported by third-party funding
FCPA, whistleblower, and other regulatory and compliance matters
H.S. Grace & Company, Inc. provides corporate governance consulting grounded in decades of real-world business leadership and experience evaluating complex business decisions and practices. We help boards, senior management, corporate counsel, outside counsel, and insurance carriers assess whether governance structures, policies, procedures, and controls are functioning effectively, and identify areas that may create unnecessary business, legal, or regulatory risk.
What Does H.S. Grace Evaluate in a Corporate Governance Engagement?
Effective governance extends beyond written policies and formal board structures. It depends on how oversight, decision-making, reporting, accountability, and controls actually function throughout an organization.
HSG evaluates governance from a practical business perspective, examining how boards and management plan, operate, monitor performance, exercise oversight, identify problems, and respond to risk.
Depending on the needs of the organization or matter, our corporate governance consulting may include evaluation of:
Board and management roles, responsibilities, and oversight
Governance structures, policies, and procedures
Decision-making authority and accountability
Internal and external reporting
Checks and balances within the organization
Oversight and control systems
Business conduct and practices
Risk identification and escalation
The effectiveness of governance structures in preventing or responding to business, legal, and regulatory problems
How Does HSG Approach Corporate Governance?
HSG brings a distinctive real-world perspective to corporate governance consulting. Our professionals have served in senior executive, board, financial, and advisory roles and understand how complex business decisions are actually made, implemented, monitored, and evaluated.
That experience allows us to assess not simply whether governance structures and policies exist, but whether they function effectively in practice.
Central to HSG’s approach is our Plan-Operate-Control Cycle©, which examines the structure and functioning of the board and management across the interconnected processes of planning, operating the business, monitoring results, exercising oversight, and taking corrective action.
The Structure and Functioning of the Board and Management Within the Plan-Operate-Control Cycle© of the Firm
HSG uses the Plan-Operate-Control Cycle© to evaluate how responsibilities and information move between the board and management and whether appropriate oversight and controls operate throughout the organization.
The framework recognizes that effective corporate governance is not a stand-alone compliance function. Governance is integrated into how an organization establishes objectives, makes and implements business decisions, monitors performance and risk, communicates information, and exercises oversight.
Examining these relationships can help identify gaps in reporting, accountability, controls, decision-making, or oversight that may otherwise remain hidden until a significant business, legal, or regulatory problem develops.
When Can Corporate Governance Consulting Help?
Corporate governance consulting can be valuable both before problems arise and after an organization faces litigation, regulatory scrutiny, or another significant challenge.
Many governance consulting assignments begin after a company encounters a dispute or regulatory issue involving governance, oversight, controls, reporting, or management decision-making. HSG can help counsel and organizations evaluate the appropriateness and effectiveness of the governance structures and practices underlying those issues.
Increasingly, organizations also engage HSG proactively to assess their governance before problems develop. A governance review or stress test can identify weaknesses and provide actionable recommendations for strengthening organizational structures, substantive checks and balances, reporting, oversight, and controls.
HSG can assist organizations and counsel with:
Governance assessments and health checks — Evaluating governance structures, policies, procedures, oversight, reporting, and controls and providing actionable recommendations for improvement.
Governance stress testing — Examining how governance structures and processes are likely to function when the organization encounters pressure, unexpected events, or significant business challenges.
Litigation and regulatory matters — Evaluating corporate governance oversight, structures, controls, policies, and practices relevant to complex business disputes or regulatory inquiries.
Board and management education — Sharing practical insights into effective governance structures and practices drawn from HSG’s extensive executive leadership, advisory, expert witness, and corporate governance experience.
Why Is Real-World Business Experience Important in Governance Consulting?
Corporate governance cannot be evaluated effectively in isolation from the realities of running a business.
HSG’s professionals bring extensive experience as senior executives, directors, financial professionals, and business advisors. This perspective enables us to evaluate governance not merely as a collection of policies and procedures, but as a working system through which boards and management make decisions, exercise oversight, manage risk, and hold individuals and functions accountable.
For almost three decades, HSG has applied this practical perspective to corporate governance issues in advisory engagements, complex business disputes, expert witness matters, and its extensive writings on corporate governance and business conduct and practices.
How Can a Governance Stress Test Identify Potential Weaknesses?
Organizations do not need to wait for litigation, regulatory scrutiny, or a governance failure to evaluate whether their oversight and control structures are working as intended.
HSG’s governance stress testing examines governance structures, policies, procedures, reporting systems, and controls to identify potential weaknesses before they contribute to larger problems.
A governance stress test can provide organizations with practical, actionable recommendations for strengthening oversight, accountability, checks and balances, and internal and external reporting.
