Decision Framework
Every board is different, but each is driven by its own culture or savoir-faire. I have noticed two “tensions” at play: (1) management – board and (2) board – individual director.These two tensions affect where the board is in the governance spectrum: a micro-managing working board? Or at the other end of the spectrum, a ratifying board. Or does the board veer from one end, to the other depending on circumstances? In the first type of tension, the management’s views of the role of the board will set the stage. If management expects value-added contribution and support from the board, the shareholders will inevitably reap this benefit from the mutual respect engendered. The best of directors will be nominated, and the best stewardship will materialize. On the other hand, when owners of the company (such as a company that was founded by a group of entrepreneurs/managers or is family-controlled/run or is state-owned) view directors and governance as a necessary cost to accessing publi...