Can shareholders and other stakeholders "blame" Boards for poor company performance? Should they? What is reasonable? If we accept that the Board is the ultimate authority in any organisation (and we should, because the legislation in most western jurisdictions supports this position), then the Board should be accountable for company performance.
This seemingly straightforward answer is not nearly so straightforward in practice however. Companies are open systems, and company performance is affected by many factors, some of which are external to, and beyond the direct control of, the Board. David Walker discussed this point in a helpful opinion piece which appeared in the Guardian this week. Notwithstanding the complexities discussed by Walker, the Board should never be excused from taking its responsibilities seriously; from being engaged; from understanding the company's business; from regularly considering strategic options and making strategic decisions; from actively monitoring performance; from making adjustments as necessary; and, from standing by its decisions.
The Board needs to understand how the company is performing at any time. If company performance fails for some reason, the Board should know about it and act decisively. This is what shareholders expect. If a Board cannot or will not act, or if it does not understand actual performance, it should be replaced. Ultimately, the buck has to stop somewhere. This is accountability.
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Thoughts on corporate governance, strategy and boardcraft; our place in the world; and other topics that catch my attention.