Best Practices

What directors need to know about SEC chairman’s call for clarity

By Howard E. Berkenblit

Private companies seeking to raise capital without going public must deal with a confusing array of choices under federal securities laws.

That may change.

As The Duchossois Group has evolved over 102 years, so has its governance. 

A few years after Craig Duchossois took over management of his family’s business, he had to confront the recession that resulted from the stock market crash in October 1987.

“Every single one of our major business units had a reversal,” says Duchossois, chairman and CEO of  The Duchossois Group Inc., based in Chicago. His reaction during the crisis, he recalls, was, “I’m in deep trouble.”


Emerging technologies and business-model disruption are shaping company governance in several ways. 

Public company directors have three issues top of mind: changing global economic conditions, cybersecurity and competition for talent.

These issues should also be on the agendas of private company boards, stresses Deborah DeHaas, vice chairman and national managing partner, Center for Board Effectiveness, Deloitte LLP.


A good governance reality check for business leaders.

By Don Yee

While there are many private companies that have well-formed and high performance boards of directors, the majority still do not.

Why? It may be because of some widely held myths or beliefs about what a board is, what it does, how it works and most importantly, what it means for the CEO and the leadership team. 

By Don Yee

As a board director of private companies for over 20 years and a CEO of several leading businesses, many have asked me what it takes for a private company board to be a high-performance board that really makes a difference.

Many valuable board governance and “best practice” surveys are available today that summarize approaches to board governance practices, but the tools and tactics they often profile are only beneficial if certain essential ABCs are present.

In addition, two other key considerations include:

Questions to ask before becoming a private company director. 

An invitation to serve on a board of directors of a private corporation can be an interesting, even flattering opportunity. 


Independent board members can quell family business disputes by reminding family directors to ‘wear the right hat’ in the boardroom. 

Chris Vernon, fourth-generation president and CEO of The Vernon Company in Newton, Iowa, has an immediate response if his siblings request a raise: “Write it up, present it to me, and then I’ll present it to the compensation committee for you.”


Good governance can filter out the noise & unearth real opportunities. 

It’s hard to go a day without blockchain, cybersecurity or artificial intelligence making headlines as business disrupters, and it’s got many private company owners and managers focused on technology more than ever.


A few years ago, Milton Rock, my grandfather and the longtime publisher of Directors & Boards magazine, was asked what was the best day of his life and without hesitation replied: “tomorrow.”

Earlier this year, he passed away at the age of 96. He was a remarkable man of exceptional vision who, as managing partner of the Hay Group, helped to transform and professionalize corporate governance. (Today, Hay is part of Korn Ferry.) For someone who accomplished so many great things, he never dwelt on the past, but always faced the future. 


They can boost the bottom line, bring ‘emotional intelligence’ to the boardroom. 

The slow pace of women heading to the nation’s private company boardrooms mirrors the sluggish rate at public companies. That’s bad news because experts say women now entering the world of governance offer more than ever before.