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ust like the people they lead, every board is unique Each has a distinct personality and behavioral norms The way directors interact with each other, management, and other stakeholders helps determine their success Simply checking off the corporate governance boxes on the latest best practices checklist is not enough A board s social system must also work well for it to be effective Board activity can range from a passive or limited role to managing or interfering involvement The best boards are engaged, but understand their boundaries There may be times when directors need to intervene, but boards are in place to provide oversight and guidance, not to manage the company That is what the high-priced executive team has been hired to do The board must let them do their jobs In this chapter, we study the attributes of effective board culture and techniques directors can use to improve their interaction with each other and company management Most directors understand their responsibilities, both their primary duty to shareholders and their broader role with stakeholder groups They recognize that they are ultimately accountable for oversight of the company Shareholders, creditors, employees, customers, vendors, and those in the local communities where they do business count on the company to not only better their economic lives, but to serve as a good corporate citizen as well Boards that understand this spend time defining their roles and responsibilities for each of their stakeholders and take steps to meet these expectations Good corporate governance is one way to make certain that the company is perceived as a good citizen of the community Quality directors are honest yet constructive They work hard to understand issues facing the corporation and do not hesitate to ask questions and challenge leadership when appropriate They respect the views of other board members, actively seek out their opinions, 156
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and continue to support management and the board, even after difficult debate A board might consist of good people and good directors, but still have mediocre corporate governance due to groupthink This weakness is hard to recognize, but supporting candor and respecting differing opinions can keep groupthink at bay The most effective directors have an internal code of conduct regarding their board service They understand that they have a responsibility to come to board meetings fully prepared to actively participate They take pride in the work performed by the board Most directors do not recognize that they are living by a code because it is hardwired into them They know what is right in their gut; and if they are unsure, they trust their instincts and will spend more time examining the issue These directors recognize that if they have become too busy to perform their duties, they need to take appropriate measures to correct their behavior or resign Likewise, they will resign from board service if they do not agree with the overall direction a board has taken and can no longer add value Resignation should be a last resort, as a director gives up the opportunity to change the company from the inside However, it does send a message to investors that all may not be well at the company and that they should start asking some questions Finally, effective boards are led by chairpersons who ensure meeting agendas limit presentation time and plan for ample discussion There will be social events and breaks that allow for informal interaction These unstructured moments are recognized by enlightened directors as valuable rather than a waste of time It is an opportunity for them to communicate informally without the confines of an official meeting
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