Are your governance processes appropriate for the speed of change today?.Regularly posing the following questions is one example: In the collective interest of corporations and shareholders everywhere, there’s much to be gained by the ongoing tuning of this tone. The responsibility for the “tone” of these interactions, i.e., getting the music to sound good, resides with the board chair or lead director. It can be incredibly hard to assess because it’s ethereal in nature, like the orchestra conductor filling the concert hall with melodious music.īut it does come down to the interactions among the board and its committees, and the transparency of information flow between management and the board at all levels. In its recent report, the NACD Blue Ribbon Commission on Culture as a Corporate Asset aptly stated, “While it is often perceived as a ‘soft issue,’ is actually a hard issue-both in the sense of having concrete impact, and in the sense of being difficult to assess.” The same is true of tone at the top. In the corporate realm, these are some of the factors that must be considered when making governance better. It’s doubly challenging in cases where the board doesn’t have an independent chair because the power of the lead director is usually quite limited, leaving him or her to conduct solely through influence versus explicit authority. So, you can have all the scores (or board processes) you want, but if the conductor can’t make the band of sterling musicians work together, the net result is less than stellar performance. And, of course, the conductor has to be ahead of the music, so the sound carries to the audience, as well as anticipate what’s next. That’s what the conductor is expressing with his or her gestures and baton-waving. Whether it’s played loudly, softly, fast or slow, is a matter of feel. Then there’s the pacing of the score-think board process. board members), even if they are hidden away or young, and feature them. The paper needs to contain the “right tune” and the right mix of notes, etc., but those same notes can be played beautifully or poorly, in harmony or in discordance. Even if individual performers are playing well, one bad violinist can wreck the whole orchestra if his or her part is not minimized or if the conductor doesn’t have the power or influence to get rid of the bad player. Taking the analogy further, the conductor also has to spot the talented players (i.e. The sheet music that an orchestra is given can be likened to the committee charters and board responsibilities. While it sounds simple enough, it’s a task of enormous complexity. Using indications within the score, the conductor sets the tempo, shapes the phrasing, and guides the players to perform in concert. The conductor’s primary duties are to interpret the musical score of the composer via an ensemble of players. The role of the chair or lead director is similar to that of an orchestra conductor. This is where The Beatles’ lyrics come into play. In this rapidly changing, complex world, it is incumbent upon the chair or lead director to continuously improve both the process and substance of governance, even in the strongest and healthiest of companies. What often doesn’t get scrutinized is whether the board had the right people in the right places and if the chair or lead director is doing his or her job setting the tone at the top. A better question is, “What happened and why?”Ĭonventional wisdom examines whether the board had sufficient information, process, and the right reports. Whenever there is a highly publicized failure of corporate governance, the first question that’s typically posed is, “Where was the board?” However, in my experience-after 20-plus years of service in public and private companies, both in the for-profit and nonprofit sectors-that question rarely gets to the heart of the matter because process isn’t the primary culprit. Yet, as I’ve pondered the array of corporate scandals over the past decade, I found these fifty-one-year-old lyrics floating to the forefront of my mind. When The Beatles first recorded that song in 1967, it’s a safe bet they weren’t thinking about corporate governance and the role of the board of directors. Oh, I get by with a little help from my friends.” “What would you do if I sang out of tune? Would you stand up and walk out on me? Lend me your ears and I’ll sing you a song, and I’ll try not to sing out of key.
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