Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

This tip involves considering the question of “what makes a good director?” Set expectations for your Board members from the outset. Candidates should be ready to devote ample time to learn and give guidance to company officers, while knowing when to stop short of usurping management. An effective director will:

• Learn about the company. Stay informed by visiting physical locations. Ask questions of management. Learn from informal communication with others.
• Review (or, as chair or lead director, develop) agendas and related materials in preparation for Board and committee meetings.
• Attend and actively participate in Board and committee meetings.
• Respond promptly in crisis situations.
• Ask tough, probing questions. Come to each meeting armed with a short list of questions and expect answers.
• Insist on clear and responsive answers.

In short, “noses in, fingers out.”

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Photo of John Thomas John Thomas

John Thomas, a partner in the firm’s Corporate practice, is a seasoned business transaction lawyer with more than 25 years of experience counseling and representing private and public companies in a variety of industries, including high technology, apparel, aviation, financial services, senior living…

John Thomas, a partner in the firm’s Corporate practice, is a seasoned business transaction lawyer with more than 25 years of experience counseling and representing private and public companies in a variety of industries, including high technology, apparel, aviation, financial services, senior living and clean technology. John focuses his practice on counseling and representing clients in mergers and acquisitions; corporate financings, including underwritten public securities offerings and private placements; joint ventures and strategic alliances; restructurings and spin-offs; purchases, sales and leases of aircraft and aviation finance; commercial transactions and contracts; periodic reporting and securities law compliance; and corporate governance.

Photo of Stewart Landefeld Stewart Landefeld

Stewart Landefeld, partner and immediate past co-chair of the firm’s Corporate practice, has counseled corporations and board of directors for 30 years in the areas of corporate governance, securities compliance, mergers and acquisitions, public offerings, private equity investments and venture capital.

Stewart has…

Stewart Landefeld, partner and immediate past co-chair of the firm’s Corporate practice, has counseled corporations and board of directors for 30 years in the areas of corporate governance, securities compliance, mergers and acquisitions, public offerings, private equity investments and venture capital.

Stewart has provided corporate governance and other general corporate counsel to dozens of leading companies, including Microsoft Corporation, Costco Wholesale Corporation, T-Mobile, Tribune Publishing Company, Taylor Morrison Home Corporation, PetSmart Inc., Orbitz (Audit Committee), Aircastle (Independent Directors), F5 Networks, Intermec Inc., Outerwall Inc., The Seattle Mariners, The Tacoma Rainiers (Baseball Club of Tacoma, LLC) and The Seattle SuperSonics among others. Clients benefit from the valuable insight he gained after serving for nearly a year as interim Chief Legal Officer, of Washington Mutual Inc. during the financial crisis, as well as his decade of board leadership, including the Pike Place Market PDA, The Seattle Foundation, Plymouth Housing Group and the Seattle Art Museum.