Corporate Governance To Achieve Spectacular Results

1. Creating, Structuring & Organizing Effective Boards of Directors:
   • Define a “common reference description” for Board members.
   • Identification of Board of Directors expertise requirements.
   • Development of shareholders’ expectations of Board members.
   • Creating an effective chairman of the Board:
     • Identification of expertise requirements of an effective chairman.
     • Development of shareholders’ expectations of the chairman.
2. Identification & Development of Effective Board Committees:
   • Structuring effective standing & ad hoc committees.
   • Selecting committee members & defining expectations.
   • Building results-focused committee processes.
3. Recruiting Capable Board Members
4. Preparing Board Members for Effective Governance:
   • Training the effective Board.
   • “On-boarding” new Board members.
   • Developing a Board consensus on the shareholder’s definition of “value.”
5. Provide Ongoing Coaching & Governance Assistance to Board Members

1. Objective Evaluation of Board Members & Chairman Capabilities:
   • Evaluation of demonstrated abilities of individual Board members in governance activities & processes.
   • Evaluations of conflicts of interest.
   • Evaluation of chairman’s leadership skills.
2. Objective Evaluation of the Board’s Collective Capabilities:
   • Evaluation of Board dynamics… how the Board works as a team.
   • Evaluation of the Board’s ability to address critical strategic issues.
   • Evaluation of the Board’s deliberative process.
   • Evaluation of how effectively the Board converts deliberation into action.
   • Evaluation of the Board’s relationship with management.
3. Evaluation of Standing & Ad Hoc Committees’ Performance & Effectiveness.
4. Evaluation of Board Practices:
   • Evaluation of Board meeting preparation.
   • Evaluation of Board documentation, including agendas, financial statements, resolutions, minutes, management reports & paper trail.
   • Evaluation of Board & committee meeting conduct.
5. Evaluation of the Board’s Processes for Assessing Business Risks.

1. Building Effective Roles for Board Members:
   • Identifying & prioritizing critical enterprise level issues facing the Board.
   • Building a results-oriented process for moving from Board deliberations to action items.
   • Professional conduct in the boardroom.
   • Resolving conflicts & disputes between Directors.
   • Building & implementing Board self-evaluation processes.
2. Board Meeting Preparations:
   • Building effective agendas.
   • Managing Board & committee meeting schedules.
   • Creating effective Board reporting packages.
   • Board documentation distribution methods & security.
   • Designing insightful management presentations to the Board.
3. Board Legal Issues:
   • Managing the governance “paper trail.”
   • The role of counsel in the boardroom.
   • Defining & ensuring confidentiality.
4. Company Performance Oversight – Metrics & Compensation:
   • Building appropriate metrics for the Board.
   • Building aligned performance metrics for management.
   • Building behavior-shaping executive compensation systems.
   • Evaluating the CEO & senior management.

We can help Private Equity firms and investors make better, more informed decisions by providing expert evaluation of target companies:

• Pre-investment due diligence; offer a “operational due diligence.”
• Identify key performance issues and metrics for the target company; drill down into details and not rely on traditional, superficial metrics.
• Evaluate the efficiency and quality of manufacturing and distribution operations. Identify opportunities for improvement and items that may require further study.
• Identify opportunities to improve worker safety and reduce operating risks.
• Assess professional competencies and personal qualities of senior management team members and make recommendations for training to fill knowledge gaps or changes to executive team.
• Build competency models for key executives; consult on compensation also.
• Contribute to the strategic plan that will build long term value.
• Improvement recommendations.

Post Acquisition Services:

• Executive recruiting… Through GDI’s Talent Acquisition Practice.
• Critical supplier assessments… Through GDI’s Supplier Assessment Practice.
• Consulting services…. Analysis, Project Design, Implementation… Through GDI Consulting & Training Company.
• Management Training… Through the Manufacturing Executive Institute