Corporate Governance and Small Businesses

Let’s start with some review of what types of companies primarily drive the US economy.   We know that there are about 16,000 publicly traded companies represented on the NASDAQ, NYSE and the AMEX.  The key economic driver in the US is the 27 million small businesses.  The Small Business Administration 2008 Presidential Report on The Small Business Economy clearly communicated “the economy generated 1.1 million net new jobs in 2007. In the first quarter of 2007, 74 percent of the net new jobs were in small firms with fewer than 500 employees and 22 percent were in firms with fewer than 20 employees.”   Yet, the gross amount of attention in the media and the federal bureaucracy is around what is happening in the Markets.  This is understandable with the volumes of dollars transitioning in this public environment. The economic recovery program is not addressing the core of the economy, small businesses.   More than ever the public market environment is being questioned about corporate governance.  The new legislation being considered for public companies has sections that may very well trickle down and require the small businesses to adhere to similar if not exact rules on Corporate Governance.

A simple definition of Corporate Governance for the small business:  

Corporate governance simply refers to the set of internal policies, rules, and procedures that a company follows on a regular basis to ensure that it operates in a fair, equitable, and appropriate manner for the benefit of the company, its management and its shareholders. A corporation usually has a board of directors and a senior “C” level management team.   Most small businesses do not have these organizational entities clearly defined and functional.  For private companies that are registered as a corporation and have investors, the various states require these entities to have a governing board.  Yet many small businesses incorporate for tax issues and do not necessarily pay attention to the concepts of corporate governance. 

How does Corporate Governance apply to small businesses?  

All businesses should look at their organizational structure and continually assess what will allow the company to perform in an optimal way.  The simplest way to implement this is to have an advisory board.  The advisory board is non-paid individuals that have business or industry specific backgrounds that can contribute ideas or mentor management.  In more formal and traditional cases a small corporation has a board of directors comprised of the founders, a spouse, an employee and maybe – just maybe an outside director.  The focal point of corporate governance within small businesses is that all businesses need to set company strategic goals, provide the leadership to put them into effect, supervise the management of the business, and if the company has stockholders, report to the stockholders on their stewardship.  For those small businesses that do not have the hierarchical structure in place to implement formal corporate governance plans, it is recommended that regular self assessment of the company will be the starting place for accountability, to enhance performance, grow the company and be a greater contributing force in the economy.  At the end of the day, if you follow some set of policies and procedures and are reporting your stewardship of the company to someone even if it is your dog, then you have accountability that is key to corporate governance practices.

Will the government impose its will and definition of Corporate Governance from the public markets into the small business environment?

This imposition of government from the public market companies to privately held companies is making its way through the halls of congress.  One idea being tagged onto present legislation is to extend Sarbanes-Oxley down to privately held companies.  Anyone that knows anything about SOX is aware of the high cost to implement the documentation processes and the reporting.   Pushing this down to the small business environment would be cost prohibitive and stunt economic growth.  The general politics of mandated corporate governance is to wait and see how new legislation will affect the small businesses driving the US economy.

As a final note, every company, no matter what size it is, will see the positive effects of implementing the principles of corporate governance.  The facts remain that there are 27 million plus small businesses in the US who are the job creators and the drivers of the economy.  The greatness of US business is that it performs the best when individuals come together in a free market environment to meet the needs of the economy and society.  In the end, best practices of corporate governance can be freely implemented to benefit the company or corporate governance can be instituted by the government, which can cost more in resources, planning and profit.  Take the time to assess how your small business views corporate governance and how this will enhance your growth in the market place.

Source by Thomas Niewulis Jr

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