An alternative to the fiduciary board, advisory boards can provide expertise and advice to the private company’s owners and management.

  The advisory board—as distinguished from a fiduciary or statutory board—can be a very useful form of governance for the private or family-owned company, and can often be the first step toward the creation of a fiduciary board. Without giving up any control, private and family business owners can use an advisory board to help compete more effectively, create stronger strategies, mentor family members and executives and more.

A private board can’t do its job without a thoughtful approach to maximizing the effectiveness of board meetings.

  Any successful meeting begins with prepared participants and a clear agenda, includes action items and a roadmap for decision-making, assigns deliverables and sets deadlines for response, and is characterized by early dissemination of key documentation and information.

We all have heard the stories about directors who doze during meetings, sit silent while others engage the issues, and rubberstamp the CEO before questions have been clarified. It takes no special expertise to identify these examples of deadwood, though it may take some time and skill to ease them off the board.

The more challenging task is to identify director candidates who, once elected, will become real contributors to the board.

Most family businesses of any meaningful size already have a board of directors. If the company is organized as a corporation, a board is required. Yet most of these boards are made up exclusively of family members. If the CEO is non-family, he or she may also serve as a director. Is this the best we can do?

As the founder and president of Salon Group, Deborah Hicks Midanek works with businesses on growth strategy and handling rapid change. She gained insightful experience into changing company dynamics early in her career when she led Drexel Burnham’s board restructuring during its bankruptcy in 1990. Ever since, Midanke has been a sought-after director and has served on 15 corporate and 5 nonprofit boards since 1990. We asked Midanek to discusst her career history as a director and talk about the boardroom dynamics facing private companies today.

Lansing Crane served his family business for over 12 years as the CEO and chairman of Crane & Co. Inc., a 213-year-old company that manufactures and sells high-security currency products, fine cotton stationery and high-performance, non-woven materials for filtration and insulation. He retired from the company in 2007 and has held board appointments with several private companies—including family-owned operations.

Public companies have a well defined corporate governance structure that makes for certain uniformity among governance practices. What about the corporate governance of private companies?

Almost a decade ago, two McDonald’s Corporation CEOs died within nine months of each other. Last year, the CEO of Deloitte Israel tragically lost his life in a plane crash. Unfortunately, such tragic events occur more often than you might think. A study conducted by the Stanford Graduate School of Business found that approximately seven CEOs of public traded companies die each year.

On March 4, the Supreme Court in Lawson v. FMR LLC held that the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002 (SOX) shields not only employees of publicly traded companies, but also employees of privately held contractors and subcontractors—including investment advisers, law firms, and accounting firms—who perform work for a public company.