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US Bank, one of the largest bank holding companies in the country, maintains advisory boards for every consumer banking region where it does business There could be a number of these regions in a single state In general, the boards consist of local leaders that meet several times a year for the purpose of keeping the bank informed of activity in the community That might include new construction activity, the opening of new businesses, and so on The bank does compensate the advisory board members each meeting for their time and effort But the communication is not only directed one way, the bank also uses the occasion to inform the community leaders of new products and special promotions Periodically, they also use these meetings as an opportunity to introduce senior managers of the bank The best advisory boards are not filled with CEOs or directors, but with experts from various fields They are in the trenches and received recognition, not because of their title, but from what they have accomplished and the specific knowledge that they can bring to the table Some of the most effective advisory boards have a limited life, a well-defined mission, and a mandate to produce a deliverable, generally a report Advisory boards usually are not empowered to make binding decisions for companies but exist to dispense advice to directors and management These boards rarely go beyond making recommendations, and because of this limitation, are not normally exposed to the same liability risks as the board of directors Nevertheless, some believe it is conceivable that a court could hold compensated advisors on whose advice the company relies to the same standards of good faith as directors Even in the absence of such a ruling, just defending yourself against such a claim could be an expensive proposition Companies can reduce the risk of serving on an advisory board by having a charter or policies regarding the advisory board adopted by the board of directors Such written documents must make it clear that advisors are not directors and cannot act on behalf of the company Advisory board members should also ensure that they are covered under the company s D&O insurance In addition to insurance, the company may also be able to indemnify advisory board members from third-party lawsuits and related costs, depending on the state of incorporation Most organizations offer broad indemnification provisions in their charter or by-laws
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Big Money, Little Money, No Money
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It is critical for any potential advisory board member to approach joining such a board in the same way they would the board of directors While the liability associated with serving on such a board is not clear, protecting your wealth is worth investigating these issues
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KEY CONCEPTS: ADVISORY BOARD
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Liability for members of advisory boards is not clear Have the board of directors adopt an advisory board charter that clearly indicates that its members may not act on behalf of the company Make certain that advisory board members are covered by D&O insurance Determine if the company can indemnify advisory board members
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A WORD ABOUT SMALL PUBLIC COMPANIES*
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From a regulatory point of view, small public companies are similar to large companies There are, however, differences, and they are important to consider when applying new legislation with a trawl to all public companies I expect that most CEOs and CFOs are honest people So when Congress passed legislation requiring the certification of financial statements, no conscientious CEO wanted his or her name associated with statements that did not properly reflect the financial position of the company Procedures were efficiently and rapidly implemented to ensure that what was filed with the SEC was accurate These officers certified the statements knowing there were criminal and financial penalties associated with falsification Congress did not stop there They also legislated the documentation and reporting of financial reporting controls While this may
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*Scott Green, The Limitations of the Sarbanes-Oxley Act, USA Today Magazine, March 2005, 66 68 Reprinted from USA Today Magazine, March 2005 Copyrighted by the Society for the Advancement of Education, Inc All rights reserved
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