Saving the corporate board (2003)

[...]... answers • Young reiterates the point that management’s view of the board sets the whole governance atmosphere—for good or bad.“Is the management attitude that the board is there to enlighten the process? Are they accepting of board inquiries? Do they encourage members to speak up, or discourage them? Do they view their board as a constructive force? Or do they act like kids avoiding the truant office at... want to be told 23 Saving the Corporate Board what to do, but in another, they do If it’s a good board, they want to see that the chair is in control.” The smart chair never forgets one rule: communicate with the board The head of the board must be a good communicator, able to clearly express to directors where he wants the company to go, to be persuasive and able to get them on board, ” counsels Vick.“But... even bring it into the loop at this stage The committee then reports to the full board, which may question the committee and counsel at a full board meeting The board should ask probing questions of those who make the report,” notes Demonico Remember that the real goal of the investigation is to inform the board so it can proceed Assuming the investigation turns up some mischief, the board and inside... ceded it to the CEO.” Any attempt to strengthen the board s hand begins with strengthening the board itself “First, the outside members of the board need to organize themselves as independent directors Start by writing corporate governance principles that you’ll need to operate.” Next, since your CEO is also board chair, the board needs to have a leader of its own, a lead director so outside board members... scandals kept their directors in the dark when it came to company information Research suggests otherwise; the boards at Enron, Tyco, and Global Crossing received data that was as timely and complete as that sent to most large company boards (indeed, probably better).Whether the 1 Saving the Corporate Board context and implications of the board information were fully understood is another matter Most... look at chairing the corporate board as a distinct job, what are some of the best practice elements that go into its job description? According to people who work with boards for a living, the effective chair should: • Both set and stick to the board agenda. The chair must be the one who actually sets the board s agenda for the meeting, but after soliciting other directors on what they want to see... more.“Generally, the smaller the corporation, the more the separate chair is paid compared to other directors,” observes Edelman W hy It’s Not the Board versus the CEO After the board shapes its own leadership, it needs to establish with the CEO how that leadership will be asserted This can lead to two obvious pitfalls The first is a board manifesto to the CEO saying, in effect, we’re the bosses here,... execs putting one over on the board, what role did board deception play in the recent corporate scandals? For that, let’s talk to another boardroom veteran who’s seen it all before the good and the bad Hicks Waldron, emeritus chair and cofounder of the Boardroom Consultants search firm in New York, was once chair of Avon and Heublein He’s also served on 13 corporate boards over the decades, including... all the useful information concealed in the data The total size of a board book should be limited to 30, 40 pages.” Of course, talking about the board book limits board info to dead-tree technology from the start Over the past decade, online and digital communications technology has become a standard tool of business at every level of the corporation, except the boardroom There, paper remains the medium... diss their boards often view board info and parliamentary procedures as things to be followed or gamed, depending on what’s convenient.“There has to be respect for the intent of process The rules are there so everyone on the board has a true understanding of the governance process and to encourage fairness.” If your board bends the rules to keep “friendly” directors on, while enforcing them to the letter . in any boardroom hall of fame, a place would definitely be reserved for Robert Lear. Recently retired from 2 Saving the Corporate Board Columbia University, retired chair of Schaefer Corporation,. Ralph D. Saving the corporate board : why boards fail and how to fix them / by Ralph Ward. p. cm. ISBN 0-4 7 1-4 338 3-7 1. Boards of directors United States. 2. Directors of corporations United States includes sending all info to directors on CD, plus a password-protected board web site. Entergy corpo- rate secretary Chris Screen describes how the firm not only got its direc- tors wired, but