For many years, CLEMENS has advised boards in relation to their tasks and responsibilities – a practice area that has intensified especially in recent years due to the increasing focus on corporate governance.In addition, the requirements for the individual board members’ knowledge, qualifications and performance have increased significantly as has the liability of board members.

CLEMENS advises among others:

  • business owners regarding the various rules regarding the board of directors and recommendations for corporate governance,
  • business owners about the possibility of an advisory board,
  • individuals regarding their obligations and responsibilities as board members, and
  • boards regarding their tasks and responsibilities.

Our long experience within corporate counselling enables us to contribute significantly to strategy, management, business development and business operations in general, and we are often elected as board members in the businesses we advise.

We have therefore considerable experience in the performance of the task as board member.It is our experience that businesses often see great value in having us as members of the board, as we often act as sparring partner for the business owner and know his/her business.

Before joining a board of directors in a company, we typically request a more thorough discussion with the owner about the reasons for and expectations of us joining the board, as well as we prefer having a discussion with the chairman of the board.In addition, we typically prefer to review the following documents:

  • The company’s articles of association/by-laws
  • Information about the other board members
  • Any shareholders’ agreements, including whether the shareholders require that the board member signs these agreements
  • Latest three (3) annual reports
  • Minutes and audit reports from the last two (2) years
  • Rules of procedure of the board
  • Executive service agreement and instructions to the executive board, if any
  • Latest adopted strategy plan, if any

In our board work, we not only contribute with knowledge of the formal legal responsibility to which a board is subject, but together with the other board members and the day-to-day management, we take responsibility for the company’s essential state of affairs.It is our ambition to be value-creating and make a difference for the company through a continuous, active and targeted focus on strategy as well as follow-up and execution of that strategy.