Wednesday, August 26, 2009

Critical Issues for Corporate Board Rooms

This AOM session was conducted by some of the successful business authors and consultants of today including Jay Conger (Claremount McKenna College), Dan Dalton(Indiana University), Edward Lawler (USC) , Richard Leblanc (York University) and Michael Useem (Wharton).

The major issues included: 1). The separation of CEO and Chairman (usually they are the same person), 2). Selection of Directors, and 3). The evaluation of Directors.

1). There were conflicting views concerning the separation of CEO and Chairman. View A argued that the Chairman should be an outsider because they will be less conflicted and have an unbiased perspective when it comes to making decisions and setting compensation. This should be a genuine outsider not the former CEO or connected member of the community. Then the outside Chairman and current CEO should work closely to make decisions and guide the board of directors. View B argued that this separation will lead to a disconnect in thought and ideas. The outside Chairman would not be able to obtain a sufficient amount of information to adequately guide the board. Dan Dalton discussed this view and stated that there needs to be a unified front.

2). All agreed that there should be a list of all of the needed competencies for a board. That list of competencies should then be matched to the current directors. Competencies lacking directors representation should illustrate selection criteria for new directors. I thought this sounded all good and great until I talked with the current CEO of a international retail organization who told me that they did just that. According to best practices this should have produced the best and most effective board. However, it did not. The board is less effective because ever issue is argued upon. There future plans involved maintaining some diversity while reducing the total size of the board. This goes to show that best practices don’t always work in the real world.


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