Michael Peregrine
speaker
854 appearances
3 recordings
1 series
first heard Jun 2026
last heard 4 Aug
Michael Peregrine’s voice in public audio — every appearance, attributed to the second.
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recordings per month · last 12 monthsRecordings per month over the last 12 months — 3 in all, peaking in Aug 2026 with 1.
Appearances
And I've seen some surveys that suggest that full delegation is more prevalent than advisory authority, but I'm not really sure I buy that, Rob.
From my vantage point, I frankly see more boards wanting to exercise more amounts of governance authority and not less.
They look to their committees as advisory because they still want the board, full board, for liability or oversight perspectives, want that final bite of the apple.
And I do think there's always the risk of delegating so much authority to the committees that the board sometimes becomes something of an empty shell.
In any event, I like to see decisions on committee authority, whether it's delegated or advisory, subject to some kind of sunset provision.
So you're re-evaluating whether it works or not on, let's say, in every three-year period.
Well, I think this is where the chief legal officer can provide real value because
I do think by good faith is demonstrated well by a process that reflects the committee's seriousness and commitment to diligence and really supports the board's ability to rely on the recommendations of the committee.
If you're going to have a major transaction or a major decision about a variety of operational issues in the board is going to rely principally on the work of a committee
the more the committee demonstrates its diligence will help the board support its own judgment.
You know, and we have to remember that the ability of the board to rely on the advice and recommendations of the committees is a fundamental, I mean, that's why we have committees.
And indeed, many state corporate laws, for profit and not for profit, provide specific protection of directors and committee members in relying on corporate records and information
presented by a company's officers or advisors.
The principal caveat to reliance protection kind of fall in the area of, does the committee member reasonably believe the information that's been given to the committee members is within the person's professional expert competence?
And that person must have been selected with reasonable care on behalf of the company.
And that means for my mind,
you don't want a real estate lawyer providing advice on corporate compliance matters, and a committee or a board can't rely on that.
So we have to be careful there.
But I think going back to your question, is there a list of factors that is helpful in establishing and supporting the board's ability to rely on a committee recommendation?
I include kind of the following.
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