Not the usual suspects: How to use board process to make boards better

Executive Overview Research on corporate boards and board reform efforts alike have been dominated by a concern for board independence and its effect on the monitoring of the CEO. However, attention to what we call the “usual suspects”—the number of outsiders on boards, director shareholdings, board size, and whether the CEO also holds the Chair position (CEO duality)—does not yield either strong research results or more robust corporate governance in practice. In this article we argue that the “usual suspects,” as measured by the classic indicators, do not ensure a truly independent board and that the key to making boards work better rests in an area largely ignored by researchers: board process. Based on structured interviews with members of corporate boards, we open a window to what is really going on inside boardrooms. Our analysis suggests five critical goals for which all boards should strive and presents a detailed checklist of recommendations for directors on how best to realize these goals.

[1]  James P. Walsh,et al.  On the Efficiency of Internal and External Corporate Control Mechanisms , 1990 .

[2]  H. Demsetz,et al.  Production, Information Costs, and Economic Organization , 1975, IEEE Engineering Management Review.

[3]  Frances J. Milliken,et al.  Cognition and corporate governance: Understanding boards of directors as strategic decision making groups , 1999 .

[4]  Jeffrey A. Sonnenfeld,et al.  What makes great boards great. , 2002, Harvard business review.

[5]  W. Boeker Power and Managerial Dismissal: Scapegoating at the Top. , 1992 .

[6]  Donald C. Hambrick,et al.  Corporate coherence and the TOP management team , 1997 .

[7]  Barry M. Staw,et al.  Threat-rigidity effects in organizational behavior: A multilevel analysis. , 1981 .

[8]  Jonathan L. Johnson,et al.  META-ANALYTIC REVIEWS OF BOARD COMPOSITION, LEADERSHIP STRUCTURE, AND FINANCIAL PERFORMANCE , 1998 .

[9]  E. Fama,et al.  Separation of Ownership and Control , 1983, The Journal of Law and Economics.

[10]  W. Grossman,et al.  CEO pay at the crossroads of Wall Street and Main: Toward the strategic design of executive compensation , 1998 .

[11]  G. William Walster,et al.  A comparative study of differences in subjective likelihood estimates made by individuals, interacting groups, Delphi groups, and nominal groups☆ , 1973 .

[12]  Paula L. Rechner,et al.  Experiential Effects of Dialectical Inquiry, Devil's Advocacy and Consensus Approaches to Strategic Decision Making , 1989 .

[13]  Sydney Finkelstein,et al.  CEO Duality as a Double-Edged Sword: How Boards of Directors Balance Entrenchment Avoidance and Unity of Command , 1994 .

[14]  T. Mitchell,et al.  Strategic Decision Processes: Comprehensiveness and Performance in an Industry with an Unstable Environment , 1984 .

[15]  Allen C. Amason Distinguishing the Effects of Functional and Dysfunctional Conflict on Strategic Decision Making: Resolving a Paradox for Top Management Teams , 1996 .

[16]  K. Jehn A Multimethod Examination of the Benefits and Detriments of Intragroup Conflict , 1995 .

[17]  James W. Fredrickson,et al.  Effects of Decision Motive and Organizational Performance Level on Strategic Decision Processes , 1985 .