What is an advisory board, and what do they do?

what is an advisory board

An advisory board or committee is a group of experts who provide non-binding strategic advice to an organization’s management team or board of directors. Unlike formal board directors, advisory board members do not have fiduciary responsibilities, decision-making authority or voting rights. Instead, they provide their expertise, knowledge, and experience to help guide strategic decisions made by the board or executive engagement team.

What is an Advisory Board?

Advisory boards consist of individuals with specialized skills and experience relevant to the organization, industry, or specific challenges that need to be addressed. They can provide important information, market knowledge, and strategic guidance to assist the board in making informed decisions.

Advisory Boards are often required due to knowledge gaps within the board of directors, including in finance, law, risk, marketing, cybersecurity, information technology and human resources. They can be established in all types of organizations, including public companies, private companies, start-ups, government bodies, charities and not-for-profit organizations.

Advisory boards can meet periodically or regularly, typically through formal advisory board meetings. Advisory board members contribute their time and expertise part-time, enabling organizations to access diverse perspectives and experience without requiring a full-time commitment.

Purpose of Advisory Boards

The purpose of an advisory board or committee is not to make decisions but to bring together individuals with diverse expertise to

  • provide strategic direction,
  • evaluate opportunities and risks,
  • provide guidance and advice,

for the board of directors to make well-informed strategic decisions.

The board of directors will establish the scope or terms of reference depending on the issue(s) they must address.  The specific goals, expectations, protocol and advisory board structure will usually be formalized within the advisory board charter.

Organizations and their boards establish different types of advisory boards, including:

  • industry-specific advisory boards,
  • functional advisory boards, such as finance, risk & technology
  • diversity advisory boards composed of individuals with varied backgrounds and perspectives.

Each specific advisory board brings unique expertise and insights tailored to the organization’s particular objectives, needs and obligations. They also assist with identifying potential risks and opportunities, helping the organization adapt and thrive in rapidly changing or challenging business landscapes. Through their collective wisdom, advisory boards offer unbiased perspectives to the board of directors.

Board of Directors vs an Advisory Board, what is the difference?

The Board of Directors is responsible for the organization’s overall management and strategic direction. They have legal responsibilities and fiduciary duties towards the organization and its shareholders. They make significant decisions, set corporate policies, and oversee the executive team’s performance.

On the other hand, an Advisory Board provides non-binding advice and guidance to the organization’s board or directors. Advisory board members typically have specific expertise and knowledge in areas relevant to the organization’s operations. They offer strategic advice, help fill knowledge gaps, and provide tactical guidance on critical issues.

While both boards play essential roles, the Board of Directors has formal authority and voting rights, while Advisory Board members have no legal or voting powers. Overall, the primary difference lies in the level of decision-making authority and the formal structure of the board.

Fiduciary Responsibilities

A major difference between a board of directors and an advisory board is their respective levels of fiduciary obligation. The board of directors have legal responsibilities and fiduciary duties to act in the company’s best interests, including a duty of loyalty and a duty of care. They are legally bound to make decisions prioritizing the company’s interests over personal or third-party interests. As a result, directors are exposed to specific liabilities.

On the other hand, advisory board members typically do not have the same level of liability; they are not legally responsible for the organization’s actions and are not required to adhere to fiduciary duties. This lower level of responsibility can make advisory board members more willing to provide candid and unbiased advice, as they are not personally liable for any outcomes or decisions the organization makes.

Voting Rights

When it comes to voting rights, there are significant differences between a board of directors and an advisory board. The board of directors holds voting rights, allowing them to make substantial decisions and organizational changes. They can remove the CEO or alter the executive management team.

In contrast, advisory board members do not possess voting rights. While they are valuable sources of advice and expertise, their role is purely advisory. Unlike the board of directors, the CEO or executive team is not obligated to follow their recommendations or act upon their advice.

This distinction in voting rights is fundamental to understanding the different roles and responsibilities of these two types of boards. The board of directors holds the power to steer the organization’s direction and make significant decisions, while the advisory board provides non-binding recommendations and counsel to the leadership team.

Nature of Advice

The nature of advice provided by an advisory board differs from that of a board of directors. Advisory boards are known for offering more hands-on, tactical advice that focuses on operational-level changes within the company.

Advisory board members are selected based on their targeted expertise in specific areas, such as finance, marketing, law, or technology. They provide guidance and recommendations based on their areas of specialized knowledge and experience. The nature of this advice makes the advisory board a valuable resource for organizations to improve their operations, optimize processes, or implement new initiatives.

Roles within an Advisory Board

Like the board of directors, advisory boards comprise different roles or positions. The composition of this advisory board will vary significantly depending on the organization, industry and the terms of reference assigned to the advisory board. There are typically three key roles within an advisory board structure: a Chair, external advisors, and internal directors.

Advisory Board Chairs

Advisory Board Chairs are crucial in facilitating the advisory board structure and ensuring effective outcomes. As advisory board leaders, they are responsible for establishing and evaluating the group’s structure to ensure it aligns with the organization’s goals and objectives. Their role is vital in driving the advisory board’s success and achieving positive outcomes for the organization.

Another responsibility of an Advisory Board Chair is planning and facilitating meetings. They ensure the meetings are structured and productive, allowing for open discussions and exchanging ideas. By setting the agenda and encouraging participation, the chair promotes collaborative decision-making and maximizes the value of the advisory board’s insights.

Internal or Stakeholder Directors

Internal advisory board directors are usually senior executives of the organization, stakeholders, or organizational representatives. Stakeholders can be representatives of employees, investors, suppliers, consumers and consumer groups, community, industry groups and Government.

The number and makeup of internal or stakeholder directors will differ based on the scope and charter of the advisory board. Senior executives can provide their deep understanding of the organization and its operations, whilst customers can provide valuable end-user insights.

External or independent advisors

External Advisors are vital, bringing valuable expertise and knowledge to guide decision-making processes. Their role and responsibilities entail providing value-driven insights and advice, making strategic introductions and advocating for the board’s goals.

Drawing on their industry-specific knowledge, they provide valuable insights into market trends, regulatory changes, and emerging opportunities, helping the board make well-informed decisions. External Advisors also play a crucial role in building strategic connections. They leverage their networks to make introductions to key industry players, potential partners, or investors. These connections can open doors to new business opportunities, collaborations, and partnerships that enhance the board’s success.

Benefits of Serving on an Advisory Board

  • Serving on an advisory board can be a rewarding experience for individuals looking to contribute their expertise and make a meaningful impact. It offers a unique chance to make a difference.

  • Being a part of an advisory board allows individuals to contribute their knowledge in a specific industry or field while networking with other professionals and expanding their professional connections. These connections may lead to new business opportunities, mentorship, and career advancement prospects.

  • Serving on an advisory board helps establish thought leadership. By sharing your expertise, you position yourself as a respected authority in your field of expertise. This can lead to speaking engagements, media opportunities, career growth and other board or advisory opportunities.

  • It demonstrates a commitment to leadership and enhances your executive and board resume.

  • Advisory board roles also provide practical experience in board governance. It allows you to understand the responsibilities, challenges, and dynamics of board-level decision making. This experience can be beneficial if you aspire to serve on corporate boards or advance your career in leadership positions.

  • Advisory board members may be remunerated via various avenues of compensation. Advisory board members can receive compensation through cash payments, stock options, or have their travel expenses covered by the organization.

  •  Stock options have the potential for substantial gains if the company performs well.

Are you ready?

Providing your specialist expertise and knowledge to an advisory board can be a rewarding experience. For those who do not have board experience or a board network, it can also be an excellent way to launch a board career. So, if you are ready to take on the challenge, you must start building your profile and board resume. Next, start thinking about your target organizations and where to source opportunities. If you need some assistance, consider our Board Appointment Coaching Program PLUS.

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About the Author

David Schwarz is CEO & Founder of Board Appointments. He has over a decade of experience in putting people on boards as an international headhunter and recruiter. He has interviewed hundreds of directors and placed hundreds into some of the most significant public, private and NFP director roles in the world.

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