Independent Director Services

Mr. Norton first became a member of a board of directors in 1989. Since then he has been a long-time independent director and board member of many companies, including large and small companies as well as non-profits. As a past CEO and Chairman of four companies, and also as executive director of one non-profit organization, he is an expert at corporate governance and board of director duties.

Mr. Norton is a member of the National Association of Corporate Directors (NACD). He can advise ongovernance and proper Board proceduers as well as  Sarbanes-Oxley compliance and getting ready for this as a company grows.

Mr. Norton will consider independent director positions for either private or public companies under the following conditions:

1. It is a paid position with a combination of cash and stock appropriate for the time commitment required to do a proper job and the level of experience required. 

2. Both management and other directors are serious about corporate responsibility, fiduciary responsibility and the legality of all matters.

3. There are a maximum of 14 directors. (We consider larger boards totally ineffective.)

4. The company is registered in the U.S. and all legal requirements to operate are met. Even private companies should consider guidelines and laws like Sarbanes-Oxley and stock exchange requirements as is appropriate to the company's development stage.

Mr. Norton seeks to add one additional independent board seat to his current responsibilities at this time. Call (619) SCALE06 or  (619)  722-5306 to discuss your situation.

See Guidelines for Independent Director Compensation.

Trends In Independent Directors & Corporate Governance:

We consider Sarbanes-Oxley to be a move in the right direction to protect shareholders' rights and insure that management acts in the utmost good faith in the interest of those shareholders at all times. It is clear that since 2004 many more changes will occur to protect against the few bad apples that have caused disasters like Enron, Tyco, Worldcom and others. These changes will come from the SEC, all the various stock exchanges seeking to regain the faith of a now very mistrustful public and institutional investors who begin to exercise their power to vote out boards that do not act in the best interests of shareholders and/or permit major conflicts of interest. New York Attorney General, Eliot Spitzer, embarrassed and goaded the SEC into taking action on blatant fiduciary abuses that have been running rampant on Wall Street for many years with its full knowledge. The Wall Street Journals reporting on these events has been exceptional and they deserve much credit for their work in outing some of their own big advertisers.

Obtaining a balance between and needs and rights of shareholders, management and employees is a key function of a CEO and Board of Directors which should be taken very seriously. Although abuses represent only a small fraction of public companies, the idea of a board is to provide independent checks and balances, not a rubber stamp for management. This takes time and effort to stay up to speed, generally at least a day per month.

Many board members are afraid to confront management and difficult topics that deserve their attention. Unfortunately too few board members do not have sufficient experience and knowledge to properly execute their duties to shareholders. Too often boards are dominated by investors with little operating experience or friends in high places.

All boards should be proactively designed to meet the coming needs of the corporation and stockholders over the next few years. C-Level Enterprises will develop a board of directors profile and plan for client companies to reconstitute a board to meet all Sarbanes-Oxley requirements, and more importantly effectively guide a company for it shareholders and employees. Mr. Norton will participate as a board member where he can enhance shareholder value by providing operational and strategic guidance as well as specific domain expertise as appropriate.

Member:

TESTIMONIALS:

"The best CEOs require 8 weeks to get up to speed on a new company and market. Bob did it in less than six weeks so our portfolio company could be repositioned quickly and effectively."
      -- Senior Partner, Venture Capital Firm

"In building First Call Corporation, Bob Norton, was my secret weapon in getting a really audacious job done not only on time and under budget, but done so well that it revolutionized how equity sales was done on Wall Street. His abilities to understand complex requirements, to synthesize elegant solutions, and then to manage a team to get it done, are still the best I've ever seen."
  -- Jim Rutt, Former CEO Network Solutions and CTO Thomson Financial and FIRST CALL Corp.

"Mr. Norton is a true visionary who can also execute. Few people have the ability to do both." 
   -- General Partner, Investment Banking Firm

"I must congratulate you on your excellent piece "The 11 Requirements of a Successful Vision".   I am a CEO of a midsized company  with an MBA in marketing.  So far, I have not come across so much clarity in any other article on "Corporate Vision. . . . Thank you once again for publishing a masterpiece."