Mark Barnes Columnist

The composition and functioning of boards of directors has been in the news lately, across both public and private sector companies — and it’s not all been good. There seem to be lots of gaps. Beyond issues of compliance and governance and the various other matters admirably covered in King 4 and other literature, we need to think about what kind of people need to be in the room, and how they should behave there, where the rubber hits the road. The board is management’s wise counsel, not its prefects, not its judges, not its examiners. Executives do not submit board papers to be marked, but to inform, to question, to discover — whether to ratify, guide or enlighten. It is the knowledge, experience and cohesion of the board that must test, but also augment, the efforts of the executives, to decide whether to abandon, hold steady or change course. Management are typically represented by the CEO, COO, CFO and, increasingly, the chief information officer. These are experts and leaders i...

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