Effective Board Behavior

In recent months I have written a few blogs about corporate governance and business risk management. I have expressed the view that many of the corporate problems we have today are related to ineffective board governance. It has been interesting being in Europe for the past 2 weeks where this subject has come up in many discussions with business leaders and in the press. Clearly, the topic of corporate governance is high on the agenda. It needs to be because this is the source of so much corporate damage.

The 2 business problems related to corporate governance getting mentioned the most are executive remuneration and then acquisitions. In both of these areas, executives have allowed their own greed to take over at the expense of the company. This is where the business leaders have really lost sight. The key point then is that the Boards have been too weak to stop them. This gets back to the structure of the board, in particular separation of chairman and CEO/President, majority of non-executives, minimal conflicts of interest and then importantly the right mix of non-executives who have the right behavioral styles to oversee the executives.

Remuneration is a hot topic because it is visible and generally reported in some way by public companies. However, acquisitions are a major issue because of the high potential for destruction. Of course, there are executive remuneration motivations by expanding the company. How many acquisitions really work? Not many and there are plenty of stats to show that. Although, some do. The business integration and financing issues are very difficult. From a governance perspective how much are the boards really looking through these transactions? To what degree has management pushed them through? What is the DNA of the leaders? What is motivating them?

As we move through these turbulent times I hope that more companies will start to look at their board behavior and make changes. This is the first step to true leadership development. Investors also need to look at these issues when making long-term investment decisions.

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