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Governance

Board and
committees.

Buxton Helmsley is governed by a Board of Directors with a lead independent director and standing Audit and Nominating and Governance Committees. The firm separately convenes an Expert Advisory Board, which advises that work without governing it. The firm holds the same governance to which it holds the companies it engages.

The Board

Board of Directors.

Director Independence

Mr. Parker is not an independent director. He serves as Chairman of the Board while also holding the office of Chief Executive Officer, and that executive role precludes a determination of independence.

Every other member of the Board is independent. Apart from Mr. Parker, each director is free of the executive and commercial relationships that would compromise independent judgment—and the Audit Committee and the Nominating and Governance Committee are accordingly composed entirely of independent directors.

Standing Committees

Oversight, exercised.

Audit Committee

Oversight of financial reporting, accounting policy, internal control, and the relationship with the firm's independent auditor.

Nominating and Governance Committee

Board composition and succession, director independence, and the firm's governance policies and practices.

Advisory

Expertise, not authority.

Expert Advisory Board

A network of sector specialists whose expertise is drawn upon across the firm's active campaigns.

Not a Governing Body

The Expert Advisory Board is not a governing body. Its members hold no seat on the Board of Directors, no vote on any matter before the firm, and no oversight authority, and they owe none of the fiduciary duties that attach to directorship. The panel is convened to inform the firm's research and campaign work. Governance of Buxton Helmsley rests solely with its Board of Directors.

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