It's time to hold Boards accountable

The role the judicial system plays in the governance ecosystem—dealing with fraudulent directors, company failures and company liquidations—eats me up. So much value is lost through inappropriate boardroom behaviours and decisions. And shareholders are left to pick up the pieces (and in far too many cases, bury them). Commonsense tells us that it is far better to avoid danger than pick up the pieces afterwards. But how can and should boards improve their performance to avoid fraud or failure events?

Carly Fiorina, an experienced director and previously CEO of ICT giant HP, wrote an interesting piece today. You can read it here. She made some insightful observations:

• Too many Board members serve too long
• Too many board members go along to get along
• Dominate voices and cliques can reduce decision-making quality
• Some board members don't understand the business
• Some board agendas are too full

Helpfully, she also offered five antidotes:

• Conduct self-assessments and performance reviews
• Institute term limits
• Make board appointment process transparent
• Make board (and particularly decision-making) processes transparent
• Shareholders should hold board accountable (through questions)

While Carly's comments reflect her US-centric experience, most of the observations and antidotes are equally applicable in other countries, including New Zealand. Notice most of Carly's antidotes relate to process and behaviour, and not to director competence (competence is addressed in antidote one only). Carly's call to hold boards accountable is on the money—because boards hold the ultimate responsibility for the performance of the organisation. In my experience, the challenge most boards face in this regard is one of implementation. How does one implement an effective governance framework that improves the prospect of good company performance and holds directors accountable? The recently updated The Four Pillars of Governance Best Practice (published by the Institute of Directors in New Zealand) provides a very useful starting point. This document provides useful best practice guidance and a clear code of practice—all aimed at helping directors and boards avoid the sort of carnage (and the expensive involvement of the judicial ecosystem) that we read about far too often in the newspapers. I commend it to all directors and CEOs.