Gender Diversity on JV Boards: Where Are All the Women?

By James Bamford | Tuesday, February 27, 2018

ONE HUNDRED YEARS ago this month, women received the right to vote in the U.K. – a major milestone in the fight for gender equality. In Saudi Arabia later this year, women will be allowed to drive for the first time. And on corporate boards and executive management teams, women are making slow but steady progress in filling more top jobs. In fact, Spencer Stuart’s latest 2017 Board Index shows that, for the first time in the history of their research, more than half of incoming new directors are women or minorities. Women now globally account for 22% of corporate directors among the top companies in the world – noteworthy headway, even if opportunity to improve yet remains.

The Boards of joint ventures, however, are not among the bastions of progress.

Read More

Rethinking Strategic Business Reviews for Your Joint Ventures

By David Gross | Tuesday, September 12, 2017

PIONEERED BY GENERAL ELECTRIC in the 1950s, the strategic business review (SBR) was embraced – and refined – by nearly every large company in subsequent decades. Today, using a standardized corporate process and approach to evaluate business performance and make data-driven strategic choices seems almost second nature. Yet companies have been somewhat slower to adapt their corporate SBR process and structure to the unique needs of their joint ventures, leaving one to ponder: Why the disconnect?

To state the obvious, joint ventures are unlike wholly owned businesses. As entities jointly owned by partners with different strategies and investment appetites, JVs introduce critical questions related to scope, strategy, end game, and evolution. As separate legal entities with their own Boards, joint ventures raise essential requirements related to governance, compliance, fiduciary duties, delegations, and management of conflicts of interest. And with a range of partially-obscured and often asymmetric financial flows to partners – like service and license fees, supply or purchase agreements, and shared-use assets – joint ventures throw some novel twists into understanding basic financials beyond the entity’s P&L.

Read More

Joint Venture Boardroom Information - Disclosures to Appointing Shareholders

By Lois D'Costa | Tuesday, August 22, 2017
DIRECTORS SERVING ON the Boards of joint ventures are entrusted with several important responsibilities, including shaping the venture’s strategy, monitoring its performance, ensuring adequate management of risks and, in most instances, representing the interests of their shareholder company. In the course of fulfilling these responsibilities, JV Directors receive access to all sorts of information – performance and customer data, insights into long-term strategy, potential investments, new product and technology developments, and the like – about the JV and potentially other shareholders.

JV Board Directors have a natural temptation and, in some cases, the need to share information gained from their JV Board position with others in their own shareholder company.
Read More

How to Build a Better Joint Venture Board: Starting the Journey

By David Ernst | Tuesday, October 4, 2016

AT WATER STREET, we believe that in order to succeed at joint venture governance, JV boards must focus on getting seven things “right.” In previous Insights, we have highlighted the seven specific mandates joint venture Boards can adopt to manage the unique challenges that JVs face. This insight focuses on how to start the journey towards better JV governance and on how one organization was able to successfully put into practice these seven “rights.”

Read More

How to Build a Better Joint Venture Board: The Right Self-Governance

By David Ernst | Tuesday, September 13, 2016

AT WATER STREET, we believe that in order to succeed at joint venture governance, JV boards must focus on getting seven things “right.” As the seventh part in an eight part series, we analyze what good self-governance looks like for JV Boards (i.e., the ways a Board continuously evaluates itself as a group and as individual directors). The performance of the JV Board has a large impact on the performance of the JV itself, yet very often the Board is not as effective as it could be – even as reported by Board members themselves. This insight illustrates ways JV Boards can deliberately and consistency assess their performance to ensure the JV is properly managing risk, identifying and capturing strategic initiatives in a timely manner, and promoting alignment between the shareholders and management team.

Read More

How to Build a Better JV Board: The Right Information Flows

By David Ernst | Tuesday, July 5, 2016

AT WATER STREET, we believe that in order to succeed at joint venture governance, JV boards must focus on getting seven things “right.” As the sixth part in an eight part series, we turn our focus to the right information flows between the board and the JV management team. This insight illustrates the challenges associated with information flows in JVs and introduces a successful strategy to ensure alignment on key initiatives and proliferation of information.

Read More