JASON HANOLD: EXPECTATIONS OF A BOARD OF DIRECTORS

By Jason Hanold

Introduction

As the chief executive officer and managing partner of Hanold Associates, LLC, in Kenilworth, Illinois, Jason Hanold concerns himself with the selection of qualified people to sit on many boards of directors. He understands that certain expectations exist for board members.

Board Member Expectations

Board members have dual responsibilities. They serve in an advisory capacity to inform management of their views, and they have an oversight function to track the companys success in the market. These duties do not imply the right to manage the company.

A board should exercise independence in its proceedings, acting only according to the companys interests. Board members should be free from conflicts that could affect their judgment, and they should be capable of opposing management decisions.

Conclusion

Boards of directors face legal constraints to their operation. The duty of care requires directors to deliberate with concern for the companys well-being. The duty of loyalty mandates actions in the companys best interests. The duty of candor guides directors to fully inform shareholders.