The Continuing Saga of Pride and Prejudice or a Peaceful Transition of Power? Only time will tell..Stay tuned…
Lessons in Leadership from my point of view:
- Read everything, two or three times if necessary. When you walk into the boardroom, you need to know the materials.
- While reading the materials, write a list of questions in a notepad to bring to the meeting. This is due diligence.
- Regardless of the mission, annual revenue, size of the organization – game playing will be alive and well. Be aware, Be kind, and Use your deductive reasoning to discern the inter-personal interactions.
- Making emotionally-based, personally-based, faction-based decisions is not a defense in litigation.
- You are there to make decisions based on the information before you, and only when you feel satisfied your questions have been satisfied.
- That is basically the definition of a business judgement rule.
If you voted and allowed your auditor to misrepresent to shareholders the “material” significance of a lawsuit against the company you own in the amount of $15 million – you are at risk of personal liability for breaching your fiduciary duty. (At the minimum).
If you voted and allowed your auditor to misrepresent to shareholders the “material” significance of a federal “audit” or why the company “promptly returned” all the SBA loans, you are at risk of personal liability as a board member.
If you voted and allowed your auditor to misrepresent why $18 million was shuffled around between two years of “consolidated” audited reports, while highlighting income and low-lighting the drop in corporate assets, including market securities that were liquidated, plus the $16 million that was transferred to the newly-formed and not fully-understood Shareholder Trust – without prior approval or notification to shareholders – therefore removing that availability of assets to reinvest, diversify, and grow the shareholder portfolio of business, then you are at risk of personal liability.
If you do not have a threshhold or definition of “materiality” as a board of directors, you have no compass, noone is steering the boat, noone is managing the waters, noone is looking out into the horizon, and certainly noone knows -who -if anyone -is aiming at the whale – OR WHAT THE WHALE IS, WHERE IT IS, AND WHO IS RESPONSIBLE FOR PULLING THE TRIGGER. But you are all responsible for the result when you get back off that boat and are back home.
If you voted for the Auditor you are responsible if the auditor crosses the the line of giving advise on presenting the financial reports as opposed to neutrally reviewing and presenting those reports to the shareholders.