A lot of CEOs have been fired in the last few years? How do we know if they're responsible? The law says that the company shall be managed under the direction of the board. Well, how does a board go about achieving that? Have you ever wondered?Or, if you're a director, investor, regulator, politician, or other person interested in corporate governance, perhaps you have questions or suggestions about how to improve corporate performance. And if you don't understand the whole subject, maybe you'd like something explained. When I was a researcher inside boards of many kinds and sizes, the question most frequently asked of me by directors was, "Do you know what I should be doing?" No question is too dumb to ask. No comment that isn't just, plain mean is OK. And maybe you have the cure for corporate America. Send in your suggestions!
Replies | 7 Total
January 16, 2008 at 10:42am by Tim Tymchyshyn
don't get me started on corporate America or Canada
January 16, 2008 at 12:34pm by Leslie Levy
Why not? Do you have relevant information or not?
January 17, 2008 at 2:50pm by Tim Tymchyshyn
if you really want to improve corporate performance, maybe the senior board should have on there is the janitor or another reality check person. This person just may be the answer to go from ok to wow in the close future. I myself would make a terrible reality check person as my imagination is too wild
January 27, 2008 at 12:28pm by Bruce Turner
The most important action for a board director is to constantly ask "WHY"? Through a discussion of 'why', corporate direction can be clarified and risk managed to serve the board's fiduciary responsibility.
January 28, 2008 at 2:20am by David Locke
A board's job is governance. The executive is where management starts. What a board does is dependent on where the company is in its lifecycle. If it has already IPOed or is in the year prior to their IPO, then the board does some things differently than they would if the company was a startup.
SOX is supposed to be the reality check. It isn't. Corporations have no reality, regardless of systems, and particularly due to the systems they put in place.
February 20, 2008 at 1:44pm by Joel Scoble
David Locke nailed it with governance.
Boards have multiple roles that board members need to balance in regards to their organization.
First and foremost, boards are answerable to the organizations stakeholders, in for profit companies, these are the shareholders or investors. Usually, the priority for these people are maximizing their return on investment.
The board is involved in governance, providing the direction for the organization and reviewing the big picture issues of the organization. The board also has a fiduciary responsibility with all that entails.
The level at which the board gets involved often depends on the type of board it is, the organization it is overseeing, and the governance philosophies of the organization. It should not get involved in the day to day operations of the organization since that is the job of the executive team, management and employees.
The board relies on the executives it hires to fulfill its mandates, comply with regulatory and legal requirements, and move the organization in the direction that the board feels is necessary.
February 20, 2008 at 1:51pm by Joel Scoble
Leslie, btw, if the board members are asking what they should be doing, it reflects poorly on the board that they are sitting on.
Boards should take the time and effort to educate new board members on the roles and responsibilities of boards in general and the board that they are specifically sitting on. Ideally, an outside consultant, specializing in board development, would be involved in part of this.
That kind of question also reflects poorly on the board member, if they are having those kinds of questions, it should be brought up to the board until the board member has an understanding of their roles and responsibilities and feel like they can contribute meaningfully to the board. Generally, Board of Directors have a lot of responsibility and a lot of ground to cover in the short amount of time that they do meet without having a dead weight board member.