Not the Usual Suspects

8/14/2019 Not the Usual Suspects

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102 Academy oi Management Executive Maychai rman and CEO oi ADP, actually told us thatstock ownership does not affect behavior but "it'sgood to have because it looks good on the proxystatement."^ Similarly, ending CEO duality (whereboth CEO and Chair p ositions are held by the sameperson) risks sending mixed signals to the marketregarding who is really in charge at the top. It is alsonot hard to imagine how boards may find it difficultto attract top quality talent to the CEO position w hena sitting independent Chair is part of the package .Both Louis Gerstner at IBM and Larry Bossidy atAllied Signal insisted on the joint positions beforeaccepting their offers.^ In sum, when o ne looks moreclosely at each of the classic indicators of boardindependence, it becomes ap paren t that their abilityto clearly make corporate governance a success ismisleading.

When one looks more closely at eachof the classic indicators o/ boardindependence, it becomes apparent thattheir ability to clearly make corporategovernance a success is misleading.Second, the S&P 500 da ta en ab led us to examinemore closely the re la t ionship be tween the classicmetr ics of board independence and what they areostensibly designed to support : shareholder re-turns. We conducted two tests . In the first, we com-

puted the industry-adjusted fiscal year 2000 totalreturn to shareholders for al l S&P 500 firms usingdata from COMPUSTAT and then compared theupper and lower quartiles in terms of how theyscored on board independence. Resul t : no signifi-cant differences in the number of outsiders, direc-tor shareholdings, board size, and CEO duali tybetween high and low performers (see Figure 1).In the second test we honed in on a "rogue'sgal lery" of select firmsEnron, WorldCom, GlobalCrossing, Quest Communicat ions, and Tycotosee whether they too adhe red to the "usual sus-

pects" approach to corporate governance. Usingdata collected from proxy statements filed in theyear before scan dal publicly hit each company , wefound that the boards in all five firms had almostuniformly "stellar" credentials (see Table 1).Hence, wheth er on e cons iders th e entire S&P 500 orjust a select group of troubled firms, the resul t isthe samethe benefi ts of board independenceseem to be rather illusory. Most boards are "inde-pendent ," yet independence assessed in the tradi-tional fashion is unre la ted to firm performance.^'^Unfortunately, many of the recent reforms spear-headed by Congress and the SEC include exactly

D L o w P e r i o r m e r s H i g h P e r f o r m e r s

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% O u t s i d e r s % D i r e c t o r s w/S h a r e h o l d i n g s L o w P e r i o r m e r s H i g h P e r t o r m e r s

Board Size L o w P e r i o r m e r s H i g h P e r f o r m e r s1

0,80.60.40.2

0CEO Duality(0=No Duality ; UDualily)

FIGURE 1Compar ison of the "Usual Suspects" in Low andHigh Performing S&P 500 Firms

these recommendat ions ; yet an even more funda-menta l approach to improving corporate gover-nance remains buried while academics, consul t-ants , and reformers pursue the holy grail ofi ndependence .In this article, we offer an al te rna t ive perspec-tive on boa rds of directors that starts with the sim-plest of premises : the ability of a board of directorsto do all the th ings scholars and corporate gover-


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2003 rinfe:e!s(ein and Mooney 103

CompanyEnronWorldComGlobal CrossingQwest Communicat ionsTyco International

The "Usual Suspects"% Ou t s i d e r s

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Table 1in Selected Poor Performing% Directors w/Shareholdings

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nance experts advocate depends on the qual i ty ofthe individuals who become directors and theirability to get the work of the board d one a s a g roup.The insight that boards are groups, and hence thatsuch group processes as conflict, teamwork, andcomprehensiveness are cr i t ical determinants ofboa rd effectiveness, op ens up a new tack on how toimprove board effectiveness. Rather than simplecounts of insiders and outsiders, a focus on boardprocess sug gests that the natu re of the interact ionsamong board members influences their effective-ness in fulfilling the key roles of advice and coun-sel for, and monitoring of, CEOs.'^Our aim in this article is to develop these ideasin the context of corporate governance today,where boards have evolved to embrace many ofthe basic attributes of effective governance advo-cated by scholars and other experts . The next sec-tion identifies five critical process goals forboards. The central challenge after that is how toachiev e these goals , which we ad dre ss in detai l byoffering a checklist of recommendations to im-prove board effectiveness.

What Is Board Process and Why Is It Important?If you want to understand board process and effec-tiveness, you have to talk to the people who sit onboards. We conducted thirty-two structured inter-views with directors who, despite concerns for con-fidentiality, spoke candidly with us about theirboard experiences, yielding insights on what re-ally makes boards work or not work. Consistentwith our premise, these directors did not talk of"board independence" in a s ter i le fashion but em-phasized the multitude of ways in which directorsinteract and behave as they fulfill their duties. Outof these discussions came a clear picture of boardprocesses and how to execute on them. Board ef-fectiveness requires that five interrelated processgoals be realized: (1) Engage in constructive con-flict: (2) Avoid destructive conflict; (3) Work togetheras a team; (4) Know the appropriate level of stra-

tegic involveme nt; (5) Ad dress de cisio ns com pre-hensively.

GoaJ #i: Engag e in Constructive Conilict(Especially with the CEO)Every one of the directors we interviewed men-tioned the importance of constructive conflict,which occurs when directors hold and debate di-verse views among themselves and with the CEO.Such exchanges help the board bet ter understandissues surrounding the decision context and syn-thesize multiple points of view into a decision thatis often superior to any individual perspective. Inother words, as is true with other groups, '^ con-structive conflict improves decision-making in aboard and is an important determinant of effective-ness .

Although all of our directors underscored theimportance of constructive conflict, several pro-cess issues made this a difficult goal to achieve.Dave Wathen, a director with years of experienceon boards, said that in one case managers wereslow to adapt to changes in the industry, and "we,the board, did not force them to act sooner. Thelesson learnedand we learn this al l the t imeisbe faster and more aggressive in deal ing withmanagement missteps. We didn't act quicker be-cause we don't like conflict."Board members ' wil l ingness to chal lenge man-

agement has much to do with the CEO. PaulFulchino, CEO of Avial, asserted that at one ex-treme you have CEOs that want a "bunch of lapdogsguys that basically just say 'yes sir, yes sir '"and at the other extreme, CEOs aren't allowed tomake a decision on their own, so "every lit t le thingthat comes up, the CEO has to check with theboard." Indeed, our directors offered many exam-ples of the first extreme: dominant CEOs who dis-courage constructive conflict. One person we inter-viewed noted that at his company the former CEO"wasn't really looking for input as much as he waslooking for approval" from the board. Josh Weston,


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104 Academy of Management Executive M a yformer CEO of ADP, said, "CEOs in certain compa-nies l ike to m an ag e the news, don't want any thingrocking their boat, and will try to unilaterally de-termine the agenda and everything that comesup."Unfortunately, many interviewees noted that notall directors stand up to dominant CEOs. Whenthere are insiders on such a board, few will openlychallenge their boss. Referring to an internalboard member (the CFO), one director told us, "Ithink bec ause his boss i s s i t ting th er e . . . hewouldn't say anything that would be in direct con-flict with an opinion held by his boss. So I takethem somewhat as a unit ." Outsiders can alsobuck le under the pre ssu re of a dom inant CEO. Inone director's opinion, "The most annoying thing tome in boa rds that I hav e served on ha s been whatI call the app lau din g dire cto r . . . someone whocan't find enough ways to tell the CEO how wellthey ar e d oing . . . i t 's called brow n-nosin g."Ma ny interviewees noted that not alldirectors stand up to dominan t CEO s,When there are insiders on such a board,few will openly challenge their boss.

A lack of constructive conflict, however, mightnot alwa ys h ave to do with the CEO. For example,one director told us, "I often get the b oard pack etthe night before I leave for the meeting, so I don'thave enough t ime to ful ly understand the issues.As a result, I am less likely to challenge what'sgoing on and more likely to defer to the CEO."Furthermore, even if directors are able to preparefor meetings, too many told us that board meetingsare "jam packed" and "overscheduled," providinglittle opportunity for debate.

In summary, al though most directors agre ed thatchallenging each other and the CEO is important ,boards don't always do it . As one director of amajor retailer told us, "Most boards are not asinquiring as they should be. Either they don't knowthat much about the subject even though theyshould have done more homework, or they feel shychallenging the CEO."

Goal #2: Avoid Destructive ConflictConstructive conflict can pit one director's viewsagainst another 's , and while open discussion hasclear value, sometimes such task-oriented, con-struct ive debates are taken more personally. Forexample, board members who are not used to be-ing confronted as an ordinary course of business

might feel threatened when other directors chal-lenge their ideas. When personal and emotionalconsiderat ions gain prominence, construct ive con-flict spirals into destructive conflict, degradinggroup decision-making and interfering with theboard's ability to perform its key roles. '^Although twenty-five (78 per cent) of the directors

we interviewed stressed the impo rtance of keep ingconflict constructive, personal friction and tensionin the boardroomdestruct ive confl ictdoes oc-cur. Paul Foster, the former CEO of Tandy Indus-tries, related that the "dynamics of our boardchanged dramatical ly after the proxy fight whentwo dissident board members joined. Prior to thatthere was a lot of open and free dialogue. Whenthey came on board, it was clear they were work-ing not with us but against us."Destructive conflict can emerge not only whenthere are issues of corporate control but in the

everyday act ivi t ies of boards. Directors can havestrong views, and when they are not bala nce d witha degree of tolerance and open-mindedness, theycan disrupt how the board works together. For ex-ample, a computer company CEO we interviewedrecal led how personal tensions among directorsescalated when one director's concern for em-ployee morale was seen as "irrelevant" by the restof the board. Another CEO told us how the boardreacted against his desire to bring in a new, rela-tively young board member, in part because of ajustified concern that the person was too inexperi-enced but also as a react ion to the person who wa sleaving the board. The new director was to replacea prest igious outside board member, and theboard wanted a director of equal stature or, as theCEO put it, "Jesus Christ himself."

Finally, there is an inherent tension betweenreducing destructive conflict on a board at thesame time that constructive conflict is being pro-moted. Destructive conflict personalizes a disputeby making i t less about solving an overarchinggroup problem and more about the individualsinvolved. Despite their lofty positions, board mem-bers are people, and they are subject to the samebiases and behaviors that all of us are. In the end,however, the combination of constructive conflictwithout destructive conflict is a priority for suc-cessful board process, and boards that cannotmaster these dual goals simultaneously wil lsuffer.Goal #3: Work Together as a TeamA central component of board p rocess is teamw ork,which cam e up in twenty-sev en (84 per cent) of ourinterviews. Since board members, l ike top man-


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2003 Finkehtsin and Mooney 105agement teams, are confronted with complex andambiguous st rategic decisions, they too are re-quired to work together by sharing information,resources, and decisions. ' '^ Boards that are unableto work in partnership not only end up less able torein in powerful CEOs; they are also less effectiveat providing the advice an d counsel at which m orecollaborat ive boards excel .Unfortunately, boards often do not act liketeams. Developing strong team norms is difficultbecause boards spend l i t t le t ime together and,hence, have few opportuni t ies to coalesce as agroup. Most directors we spoke to said they attendabout four to six meetings a year, with directorsflying in the night before and meeting the follow-ing day. Although spending more t ime togethermight seem like a good solution, it 's notmany ofour directors s t ressed that their boards alreadyrequire too much time from them. The challenge,rather, is making the most of the time boards haveto develop team norms natural ly.Another factor that might hinder a board's abil-ity to be a strong tea m, acc ordin g to our interview s,is the relative distribution of influence amongboard members. As Paul Fulchino put it , "If youthrew five dogs in a room, they wou ld be very clearabout who the senior dog was and who the juniordog s were." John Cook, ch airm an an d CEO of ProfitRecovery Group, agreed and said that a director 'spower has to do with professional backgro und andpersonal i ty. He explained that "anyt ime you havea group, you have certain personal i t ies that aremore or less leaders and, thus, have more influ-ence over other members."Power that is based on expert ise is considerablymore legi t imate, and few boards should disregardrelevant expertise when it is there. At the sametime, though, boards need to learn how to avoiddoing so at the expense of other board members 'valuable contr ibut ions. This is part icular ly t ruewith new directors. When new directors step in"cold," the odds are, as one interviewee told us,that they will "stay quiet for a few board meetings.Some regrettably stay quiet for a long, long time."The bottom line on board teamwork is to avoidhaving a small number of dominant directors takeover deliberations. Not only does this deprive theCEO of feedback and advice from less central di-rectors, but such boards can also degenerate intofiefdoms that are unwilling to share expertise andinformation across boundaries. As Stanley Gault ,the retired CEO of Rubbermaid, said, "If you havechemistry problems within the board, you can ex-pect to have functional problems as well." The netresul t can be board decisions made without the

full participation of members, which is nobody'sidea of good governance.Goal #4: Know the Appropriate Level ofStrategic InvolvementAll boards vote on major strategic decisions. How-ever , what one board deems as "major" may bevery different from another board. Further, someboards may get involved with more issues anddecisions than just major strategic decisions. Inshort, the strategic issues with which the board isinvolved will vary, often in ways that affect notonly how boards work as a group but to howboards perform.

Every one of the directors we interviewedbrought up this point, noting the increasing impor-tance of s t rategic involvement as the expectat ionsof boards change. The CEO of a financial servicescompany told us that "today's directors have to gofurther than just monitoring the CEOthey have tobecome deeply involved in understanding whatthe company Is doing. There is just too much lia-bility for directors that don't pay any attention towhat 's actual ly going on." This presents a di-lemma, as described by D. R. Grimes, chairmanand CEO of NetBank: "There is a little bit oi aphilosophical change here. The outside world isbeg innin g to hold directors more acco untab le, anddirectors do hav e day jobs. W here do you cross thatl ine between oversight and micro-management ofthe company?"Indeed, many of the board members we inter-viewed stressed that boards should not be overlyinvolv ed in the firm. As Josh W eston of ADP said , "Idon't think it should be for every board member tobe an internal busybody." A consum er productsCEO we interviewed put it this way: "Some boardstake some l ibert ies and encroach upon manage-ment's role [by saying things like] 'here's who youshould hire, here 's who you should use, here 's adecision you should make. '" Directors noted thatthis tendency is a part icular concern when theCEO is newly appo inted. CEOs ne ed t ime to estab-lish their vision and priorities, and excessiveboard pressure could lead to a revolving door atthe top.

The proverbial leash, on the other hand, must bet ightened when the corporate out look turns down-ward. This is especial ly t rue because CEOs underattack tend to circle the wagons and cut back onnew or varied sources of information.^^ The biggestchallenge for boards is to identify those earlywarning signs that something might be amiss andthen act on them. The experience of boards in com-panies such as Enron, K-Mart, and WorldCom sug-


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106 Academy of Management Executive Magests that the burden of proof may well haveshifted toward ever-closer board involvement.Go ai #5: Address Decisions ComprehensivelyFinally, all of the interviewed directors empha-sized that if a board deems a matter important andstrategic enough to require their involvement, theymust make the effort to address that decisioncomprehensively. The problem is, however, thatboards often tackle problems in a less than com-prehensive mannerthey often address decisionswith lit t le depth, avoid seeking help from experts,and limit their exploration of decision alterna-tives.^^

How com prehensive boa rds are in delving into adecision depends on numerous considerat ions butespecially the financial condition of the companyand the potent ial r isks that might emerge. Whenthe margin for error is small because of financialdifficulties, greater scrutiny is called for. This isone of the reasons that the Mattel board was socriticized after they allowed then CEO Jill Barad tocontinue missing earnings targets quarter af terqua rter. And this is also one of the primary rea so nsthat the Enron board is going down as a textbookexample of what not to doboard approval for amyriad of off-balance-sheet partnerships and otherar rangements was apparent ly g iven wi th only themost cursory of investigations.

As such incidents have received notoriety, boardmembers appear to be moving toward a deeperappreciation for the value of decision comprehen-siveness^so much so that some executives shyaway from directorships because they feel it 's toodifficult to add value. For example, even RobertGalvin, former chairman and CEO of Motorola,who would be seen by many as an ideal directorbased on his experience, expressed his reluctanceto join bo ard s: "The reaso n I hav e not gon e on otherbo ards w as that I neve r felt, knowing w hat I knewabout Motorolaand I was very hands onthat Icould ever know enough about the other companyto be relevant in my advice to the chief executiveofficer. If you w an t to talk ge ne raliz atio ns , fine, ca llme and we'll have a drink together, and I 'l l do thatevery couple of years."

In sum, addressing decisions comprehensively,like the other four key goals we identified, is reallyat the heart of what it takes to make successfulcorporate governance happen. The di lemma isthat , as describe d abo ve, there are num erous ch al-lenges to achieving these five goals. This is be-cause the goals that define effective board processare really all about the people who sit on boards,making them considerably more messy and com-

plex to achiev e than, for exam ple, just add ing moroutsiders. Despite this chal lenge, however, therare many steps directors can take to get procesright.

An Action Plan for Improving Board ProcessGiven that the f ive process goals presented in thprevious section are so critical to board effectiveness, we spent the lion's share of our interviewprobing our directors on these points. In additionwe looked at related research on groups, top management teams, and decision-making to f ine-tunour thinking. Most of the recommendations thaemerged from this analysis were helpful in advancing more than one process goal and, in somcases, add ress ed al l five goals . For exam ple, as wdiscu ss below, formal eva luat io ns of the board cahelp directors achieve all five process goals. As result, we put together all of our recommendationin a checklist that spans multiple goals (Table 2)

Forma l evaluations of the board can helpdirectors achieve all five process goals.Selection: Get the Right PeopleBoards are only as good as the people who sit onthem, and several directors pointed out that thselect ion process should not be dominated by thCEO. '^ Rather , the incumbent board membershould be actively involved in selecting new boaidmembers. This involvement has the salutary effecof enhancing their support for the new people, creat ing an incent ive for s i t t ing board members tointegra te new come rs into the larger group. Involving al l directors also avoids exclusio nary feel ingthat can create tension.

When working together to select new directorsour directors repeatedly st ressed the impo rtance ofopting for directors with stiategically relevant experience. As Charles Elson, director of Sunbeamput it , "The key to creating a monitoring mechanism [is to have] folks on the board with expertisein different areas, whether it be finance, marketing, general management , retai l ing, internat ional[or] accounting." For examp le, one ex perience d director said that "if you want to understand housewives, then you'd bet ter have somebody who understands housewives si t t ing on the board; i fyou're going to depend on innovat ion, then you'dbet ter have some free-thinking and imaginat ivepeople in there." And Russell Lewis, president andCEO of the New York Times Company, told us tha


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2003 Finkelstein and Mooney 107Table 2Checklist for Effective Board ProcessGoa l #1: Engage in Constructive ConflictGo al #2: Avoid Destructiv e ConflictGo al #3: Work Together As a TeamGo al #4: Know the A ppro priate Level of Strateg ic Involveme ntGoal #5: Address Decisions Com prehensively

GoalsBoard Action Items #1 #2 #3 #4 #5

Selection: Get the Right PeopleBe actively inv olved in the selection oi new direcior sLook for directors with strategically relevant experienceSelect directors with strong communication skillsConsider the personality ol potential directorsEnsure that new directors will have the time to serveStructure: Put Meaningful Structure in PlaceAvoid unnecessary divisions among directors

Communicate between board meetings, especially with CEOAppoint a lead outside directorRegularly evaluate the board and CEO using performance metricsSet term limits to keep the board IreshStaging: Set the Stage for Eifective Board MeetingsEstablish criteria lor the strategic decisions Ihat the board willaddres sClarify rules of behaviorHelp new directors get assimilated on boardDemand adequate l ime to prepare lor meet ingsEnsure thai materials received tor board meetings are meaninglulEnsure that meetings are not overscheduledPeriodically hold meetings "in the field"Steering: Steer Board Meetings to Improve Board ProcessKeep a close eye on management and have the "guts" to disagreeTalk to people who are directly involved in decisionsSolicit help from outside expertsMeet without the CEO

Promote devil 's advocacy to explore altemativesSolicit feedback from more junior, and less vocal, directorsEncourage facilitation techniques to maximize contributionsRegularly ask CEOs big-picture questionsPerform scenario planning

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, - Although each action item might argu ably a ddr ess all five board process goals, a checkmark ind icates that the action item islikely to be especially helpful in assisting boards to achieve that board process goal.

he and his board try to get directors with "a diver-sity of professional backgrounds that pertain to ourbusiness, and we also try to get a diversity of folksfrom a gender and ethnic point of view because wethink that is important and mirrors what we aredoing at the business level ."Directors valued strategically relevant experi-ence not only because such members are morelikely to engage in constructive conflict by offeringinformed but differing points of view but also be-cause they are more likely to improve decisioncomprehensiveness by adding r ichness to discus-sions. As John Cook, CEO and chairman of Profit

Recovery Group, said, outside board members 'know ledge an d ski lls should compleme nt those ofthe CEO and top management , providing a r icherconsiderat ion and resolut ion of s t rategic issues.Board members also st ressed the importance ofevaluat ing the communicafion style oi potentialdirectors. Can they explain themselves well? Arethey good listeners? As one director suggested, itis important that a new director be "somebody whois a good l is tener and has the pat ience to hearsomebody else out ." Although one would expectcommunicat ion ski l ls to go along with valuablework experience, it isn't always the case. As one


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108 Academy of Management Executive M aexperienced director explained, "You can be thesma rtest p erson, but if you don't spea k out frankly,it's worthless. You've got to be effective in commu-nicating, in a way that people will listen to and notjust turn off."

The peisonality of new directors is an addit ionalimportant consideration. Sitting directors shouldevaluate whether the new director "clicks" with theboard and has the right attitude, the integrity torepresent shareholders effectively, and the cour-age to speak up to the CEO and management .Indeed, one of our directors commented thatboards should choose directors that are "very op-timistic and positive but not afraid to ask seriousquestions" and "forceful and outspoken, and not atall hesitant to voice their point of view on anysubject." As one experienced director summarized,"There is nothing worse than a board mem ber whocomes in and si ts there and doesn't say anything."Stanley Gault of Rubbermaid told us what he sayswhen invited on a board: "I will do my homework,and I wil l learn as m uch about the bus ines s aspossible, but I do speak my mind. If you're lookingfor someone who wil l always agree with manage-ment and be a 'rubber stamp' director, I 'm not yourboy."'

Finally, board members noted that potential di-rectors must have the time to serve. With the aver-age executive now sitting on four boards, almost aquarter of the companies in the Korn/Ferry Inter-na tion al survey (2001) actua lly pl ace limits on thenumber of other board seats their directors cantake on. Without adequate time, directors will beunlikely to at tend al l board meetings or be asinvolved in decision-making as they might other-wise be, limiting their ability to contribute to con-struct ive debate, decision comprehensiveness, andteam dynamics on the board.Structure: Put a Mea ningful Structure in PlaceA board's structure is also an important element inpromoting effective process. It is becoming fairlycommon today for boards to appoint an executivecommittee that meets more often than the fullboard and has responsibi l i ty for certain decisions.While this pract ice has potent ial advantages(speed of decision-making, for example), it canalso create a two-tier system that elevates the ex-ecutive committee to a higher authority. Over time,the other directors might start to see themselves asless central. Such tension can lead to destructiveconflict and make it harder for the board as awhole to work together. So, boards should assesstheir comm ittee structure to ensure that it does notresult in unnecessa ry divisions among directors.

The directors we interviewed also suggestethat a structure be put in place to help directorcommunicate betv/een board meetings. Whethethe ent ire board m eets via conference cal l b etweeformal board meetings, or individual directors initiate their own calls to the CEO, ongoing communication is critical. For example, one director said"If I see something in the paper or I 'm curiouabout a competitor, I'll often call him [the CEO] anchat with him about it , what 's going on with thiguyand how about this {some strategic, M&Athing that is going on with one of the competitors)have they moved into another business or discontinued a business, things like that." By leaving thdoor open for communicat ion beyond the smanumber of board meetings held each year , directors can do a bet ter job of monitoring ma nag em entand managers wil l have more t imely feedbacfrom outsiders.

Appo inting an outside lead director can helimprove board functioning. An outside lead director who is truly independent of the CEO could helmitigate a CEO's control by being more involved inplanning the board agenda and faci l i tat ing boardmee tings so that the r ight st rategic issu es are considered and critically evaluated. As Josh Weston oADP explained , this might not me an app oint ingone lead director; boards can have mult iple leaddirectors that lead based on their areas of expertise. He says:I am on the JCREW board. Stuff with JCREW,I'll get very involved in at the board meeting.But then when they get into style discussions,I know e nou gh to know that there ar e a lot ofpeople there that know more. In other words,I 'm not the lead director in that dialogue.They have the guy who is the CEO of Feder-ated Stores; he know s more abou t it tha n I do.It isn't the same person all the time; I don'tthink it should be.

Another important practice that should be builinto the structure of the board is to regularly evaluate the board and CE O using clear performancemetrics. Stanley Gault provides this blueprint :

This evaluat ion process should be managedby an outside independent organizat ion, andevery committee of the board shou ld unde rgoan an nu al eva luat ion of i ts performance. . . . Ifthe performance or conduct of any boardmember(s) is dee me d to be , . , of concern tothe other members, the chairman and at leastone other board member should arrange tomeet with the involved individual(s) to dis-


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2Q03 Finkelstein and Mooney 109CUSS the i ssues or concerns that have beenidentified and how the individual(s) proposesto address them. If the issues are not resolvedsatisfactorily in a reasonable t ime, the indi-vidual(s) should resign from the board or theboard should not recommend the individu-a l s ) to s tand for re-election as a boardmember .

Final ly, boards should set term limits to keep theboard fresh. Directors that serve together for yearson end may be less inclined to ques t ion manage-ment critically. As one director put it, directors ca nget "pretty tight with man ag em en t" over time. Di-rectors who serve for a long period of t ime mighta lso not have the right expertise to comprehen-s ively address the firm's current strategic issues.As D.R. Grimes explained, "If you are a director ofa company and the bigges t company you everworked for is X and then all of a sudden the com-pany you are a director for grows from X to lOXthat may be a chal lenge ."

Staging: Set the Stage for EffectiveBoard MeetingsOnce the r ight directors have been selected and ameaningful structure is put in place, directors needto set the s tage for effective board meetings. Inpart icular , the directors we interviewed repeated lynoted how important it was tha t boards establishcriteria for the strategic decisions which the boardwill address.How can di rec tors assess what is appropr ia te?Russell Lewis, CEO of the New York Times, put itbluntly: "The board's primary responsibility is tomake sure the management team knows what thehell it's doing," The CEO of a major fashion com-pany sa id , "I think the board should approve thes t ra tegies of the companyI don't mean that inany passive reactive way-it should be engaged inthe process, and I think it ought to hold the CEOand the management accountable for results,"

"The board's primary responsibility is tomake sure the management team knowswhat the hell it's doing."

In addition to overseeing strategy, the other ar-eas directors agreed were non-negotiable wereperformance shortfalls and CEO succession. Asone experienced director put it, "The most impor-tant role a board h as is nam ing the chief executiveofficer, and that is wholly and solely the board 's

function, prerogative, and responsibi l i ty to sha re -holders." Several directors empha sized that the ex-tent of board involvement on an i ssue depends oni ts potent ial downside. The director of a globalme dia services compan y said, "Boards real ly comeinto their own in fearful situations. Number one,when there is a c h a n g e in chief executive andsomebody ha s got to make that call is when theboard real ly ha s to be tested, and second, whenyou want to merge, buy, or be bought , and third,whe n you decide to exp and ei ther in a big way intoa new geography, a new category, or a completelynew business." '^The upshot is this: boards must decide what trig-gers will force a closer look at the CEO and his orher act ivi t ies. Whether it involves the board agree-ing on a part icular investment threshold that au-tomatical ly t r iggers the board's at tent ion, as onedirector told us, or some other method, the righttime to have th is debate is before something goeswrong. Set t ing decision cri ter ia helps boards bemore comprehensive when they need to be, whilereducing the likelihood that any director will be an"internal busybody."Agreeing to the t r iggers for comprehensive ac-tion is not the only prep work for boards. Directorsneed to clarify expectations and rules of behaviorfor such matters as a t t endance at board meet ings ,confidentiality of discussions, and involvement indiscussion s. These rules wil l help directors un der-s tand and, in turn, meet th e expecta t ions of their

fellow directors, promote collective action, '^ andaid new directors in gett ing up to speed morequickly.Directors should also consider what other stepscan be taken to help new directors get assimilatedon board. How many companies spend the t ime toease t he pas s age of a new director into an al readyestablished group? How often are specialized ori-entat ion programs created to help a new directorgain not only a deepe r unde r s t and ing of the com-pany's direct ion bu t also insight into board func-t ioning and dynamics? For example, one directornoted that the CEO of the company flew to see herand spent half a day discuss ing the firm's finan-cials . In another case , a director mentioned that acouple of senior directors sat down with him sep-arately for a few hours before the first board meet-in g to give him a sense of what to expect . Butoverall there were few such testimonials; many ofour directors agreed that when they were star t ingout on their board s, they could hav e benefited frommore help from standing directors.

Adequate ly prepar ing for board meet ings a l sosets the s t age for stronger interact ions. As BoGalvin of Motorola said, "My advice would be to


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110 Academy of Management Executive M aylearn as much about the company as you can sothat you are relevant, and then give unto us everybit of common sense that you can, and that will beyour value added as a member of the board."

Of course, directors' busy schedules get in theway of finding the time to prepare. And directorswere quick to tell us how frustrating it was toreceive discussion materials just before the meet-ing, without adequate time to review them. Thus,directors should demand adequate time to prepaie/o r meetings.Time is one thing, but quality of materials isanother. As one director put it, "Information pack-ets which directors receive should ha ve sufficientdetail to make them useful, and directors shouldrequest additional information if needed." If thema terials are not ad equ ate, directors should sp eakup to ensure that the materials they receive aremeaningiul. On e director, for exa mp le, said tha t hehas often called to request clarification of anagenda i tem or to request addit ional readings onan issue before the board meet ing.Preparation can only go so far when board meet-ings are as jam-packed as directors insisted theyare. Directors must work with the Chair to ensurethat meetings are not overschedu led and that timeis left for directors to discuss issues and becom efamiliar with one another. Not only would this al-low directors greater opportunity to process theinformation they are hearing, but having moretime to interact would also help cut down on de-structive conflict. As a director of a major Fortune500 com pan y sa id, "The better you get to know an dunderstand about other people on the board, todev elop chem istry, the more effective you 'll be a s atotal board."Given the time constraints of board meetings,directors should look for other opportunities tolearn more about the CEO and management aswell as the company as a whole. One way is toperiodically hold meetings "in the field," as HomeDepot does with board members visiting dozens ofstores a year. One of our board members stressed

how helpful such a practice can be: "Have boardmeetings in manufacturing plants, in sales offices,in distribution cen ters . . . any place but the board-room, to be in contact with the real world as op-posed to the ivory tower, which everybody has atendency to be corrupted by when you sit in thoserooms."Steering: Steer Board Meetings to ImproveBoard ProcessIt is during board meetings that much of the workof boards is accomplished, and it is here that the

processes of group interaction play out in such asubstantive way. Consistent with their key roles,directors must keep a close eye on managementand have the "guts" to disagree with them . AsCharles Elson, the Sunbeam director, put it , do you"have the stomach to make difficult decisions forthe shareholders' benefit? If the answer is no, youshouldn't be on a board." The need for courage iseven more important when the CEO is especial lypowerful or dominant.^"^The best time to challenge a CEO, however, isnot when the only option is dismissal. Before thathappens there are always a ser ies of act ions, orinactions, to which boards are privy. Several direc-tors who were also CEOs acknowledged that theirboards often disagreed with them. Robert Galvinof Motorola relayed this experience: "I proposedtwo acquis itions that I felt w ere very significant.The board voted me down. We walked out of thatboard meet ing, and you would never have knownthere had been a neg at ive mee t ing . . . that 's wha tthey are there for. They voted their point of view. Itwas different from mine."Despite the importance which directors attrib-uted to having boards with the "guts" to disagreewith ma nag em ent , they almost uniformly ackno wl-edged that more is needed. And one of the biggestareas where directors f ind themselves at a disad-vantage relative to the CEO is their knowledge ofthe company. Outside directors can never t rulyunderstand a company's business in the way thatinsiders do, but this gap is wider than it need be inmany firms. Many of the directors we interviewedtackled this chal lenge by recommending thatboards talk to the people who are directly involvedin decisions. A director of a food products companysaid that consulting individuals in the firm or evenpeople outside the firm like suppliers or customerscan enrich the board's decision-making. He said,"We are given access to those who have come upwith and don e the work, which I think is supe riorbecause it 's not filtered."In a similar vein, it is increasingly common forboards to solicit help from outside experts to enrichdecision-making. Aviall 's Paul Fulchino, for exam-ple, regular ly brings in experts to help boards un-derstand a decision they need to vote on. Fulchinoalso m ake s it a pract ice to invi te consu ltants aboutonce a year to help his board understand and con-tribute to Aviall 's strategic plan.^' Other boardsexpect to hear from lawyers and investment bank-ers, when needed.Even informed directors can face resistance fromrecalcitrant CEOs. One idea that kept coming up inthe interviews that can help in this regard was todedicate some time for directors to meet without


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2003 Finkelstein and Mooney 111the CEO, Josh Weston of ADP pointed out howconvening in executive session without the CEOpresent is particularly helpful in dealing with pow-erful CEOs because directors get an opportunity tofreely voice concerns about the CEO's perfor-mance, or anything else. In fact, Weston insiststhat each board he joins has an execut ive sessionon every agenda. Inst i tut ional izing execut ive ses-sions means "you don't have to furtively runthrough the halls or set up secret conference ca lls."Veteran director Dave Wathen agreed. He told us,"Sometimes the board might have completely sep-arate ideas about the st rategy of the company andat least be able to bounce those around withoutthrea tening the man agem ent . A process where theboard meets separately would help that . I 've beena CEO, an d it 's a grea t job, but it alw ay s feels highrisk. It 's not fair to cause a CEO undue anxiety."

Another appro ach to enco urag ing constructiveconfl ict , addressing decisions comprehensively,and avoiding groupthink^^ [^ XQ promote deviVsadvocacy on the hoard. According to Charles El-son, "Devil 's advocates are terrific in any situationbecause they help you figure a decision's numer-ous imp lications . . . the better you think out theimplications prior to making the decision, the bet-ter the decision ultimately turns out to be. That 'swhy a devil 's advocate is always a great person,irritating sometimes, but a great person."Best practices for board process also include di-rectors taking upon themselves the task of solicit-ing feedback ham more junior, and less vocal, di-zectois. Dave Wathen argued that "every one of us[board members] has a responsibility to help fixthat problem of deferring to high-status people onthe board and purposely turn to Bob and say, 'Youhaven't talked much. What do you think aboutthis?' You've just got to do it once in a while." Forexample, the consumer products CEO we inter-viewed said that he makes it a point to solicitfeedback from quieter board members. In fact, henoted that in some circumstances, he might evencall or have lunch with such board members sothat he can talk to them individually. Such initia-tives might push junior and quieter directors tospeak up and help these directors feel more a partof the board, improving the board's chemistry andability to act as a team.Even senior directors can get shut out of a d eb atewhen "airtime" is constricted in tightly choreo-graphed board meetings. If we really believe thatboards are groups, however, there are well-estab-lished methods to address this problem. But its tar ts with directors who encourage facilitationtechniques that can promo te g reater director in-

volvement and debate. A director of several For-tune 500 com pan ies said.If there is a good CEO, they have the uniquepower and ability to facilitate an extremelyeffective board by good communications, bych em is t r y . . . by candor and ope nness , andthat can't be st ressed enough. What does 'anability to facilitate' look like? To encourageparticipation, to draw out the best in people,to not allow a prominent personality to be theonly voice that everybody hears, to establishthe climate where you feel comfortable to ex-press an opinion.

Faci l i tat ion techn iques abou nd. I t could be a s sim-ple as asking each director to comment on majorissues or employing more sophist icated methodssuch as the nominal group technique,^^ dialecticalinquiry,^^ or the Delphi method,^^ all of which aredesigned to improve the r ichness of discussionsand reduce the opportunity for one or two people todominate .

To make the most of board meetings, directorsshould also take time out to regularly ask CEOsprobing, big-picture questions. For example, ineach board meeting, directors might ask the CEOto identify the top three issues the company isfocused on, or the top three things that couldgo wrong and what the company is doing aboutthem. Provided the CEO is candid in his response,this will allow the board to understand the bigpicture as the CEO views it . And experienceddirectors, particularly those that are CEOs them-selves, will often be able to see through presenta-tions that only skate over the critical issues. Ineither event, the process should also provideboards some direction for key areas to monitormanagement .

Either by asking such questions or just throughthe ordinary course of board meetings, directorsshould be actively involved in scenario pJanning toprepare for major events that are potentially "lifechanging" for the corporation, such as merger,bankruptcy, or fundam ental competi t ive or regula-tory change. One long-t ime board member saidthat it isn't eno ugh for the board to pas sive ly aw aitan unknown fate. The board "should prepareahead of time. Expect the worst and prepare."

That is an a ppro priate w ay to end our discussionof best-practice recommendations for excellentboard process. When we recognize that boards arereally groups, and that much of what we knowabout groups can be t ranslated to boards of direc-tors, a new window opens up to making boards


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112 Academy of Management Executive M aywork. As our interviews indicate, process reallydoes matter .

School at Dartmouth College, and the SMS/McKinsey ReviewCommiltee ior their helpful suggestions on this paper.

Focus on Board ProcessAcademic research is sometimes criticized for be-ing out of touch with what is happening in the realworld, but for work on corporate governance, thiscritique doesn't hold. Both academicians and cor-pora te governance exper t s have been drawingfrom the same playbook for some time; yet theirony is that the book may be wrong. While thegoal of board in depe nden ce is s t il l a fundam entalone, the dominant approach to achieving that goalneeds to go beyond the "usual suspects" and em-brace a more complex but real is t ic perspect ive.Simple demographic solut ions to corporate gover-nance problems have hi t the point of diminishingreturnsboards are more "independent" accord-ing to the classic indicators than at any time sincepeople have kept track of such things; yet corpo-ra te governance breakdowns seem to be appear -ing more often than ever.

In this paper we emphasized three points: (1)rel iance on the "usual suspects" to assess boardinde pen den ce or to improve board effect iveness isflawed; (2) a m essie r an d m ore complex, but in theend more va luable , approach to unders tandingboards is to focus on the key attributes of boardproce ss; (3) eac h of the attrib utes of board proc essis a potential lever that directors and CEOs canuse to improve the practice of corporate gover-nance in their companies.Based on our analysis, i t seems clear that boardprocess likely has a very real and important im-pact on overall board effectiveness and even firmperformance. Board members readi ly acknowl-edge the centrality of process when asked howboards real ly operate. They see process issues ascentra l not just to how they function as a group butto their ability to act independently of the CEO. Inthis view, board independence is less an objectiveset of indicators based on composition and struc-ture and more a function of how board membersthemselves can effectively operate as a group tofulfill their roles. This study, by bringing togetherthe academic l i terature and qual i tat ive data frominterview s with 32 directors, is an important step inour evolving understanding of how boards work,and how they can be made to work better.

AcknowledgmentsThe authors would like to acknowledge the assistance oi TheCorporate Library for access to their database, the financialsupport of the Center for Corporate Governance at the Tuck

Endnotes' Research on board independence is truly voluminous. Oneoi the first in-depth studies of what boards of directors actually

do a pp ea rs in M ace, M. L. 1971. Direcfors; Myth and reality.Boston, MA: Harvard University Press. A good summary of muchof the academic literature on board independence can be foundin Cha pter 7 of Finke lstein, S., & Hambrick, D. C, 1996. Strategicleadership: Top executives and their effects on organizafions {inWest's Strategic Management Series). Minneapolis, MN: West.^ The importance oi outsiders on boards has been stressed bymuch work in corporate governance. For an overview of thatresearch, see Dalton. D. R., et al. 1998. Meta-analytic reviews ofboard composition, leadership structure, and iinancial perfor-mance. Strategic Management Journal, 19{3): 269-290. Otherwork inclu des Fam a, E. F., & Jensen , M. C. 1983. Sep arati on ofownership and control. Journal of Law and Economics. 26(2):301-325 (stressed the greater objectivity of outsiders); Walsh,J. P.. & Sew ard. J. K. 1990. On the eiiicienc y oi in terna l an dexternal corporate control mechanisms. Academy ol Manage-ment Review , 15(3): 421-58 (focused on t he re pu tati on effect ofdirecto rships); and Boeker, W. 1992. Power an d m an ag eri al dis-missal: Scapegoating at the top. Administrative Science Quar-terly, 27(3): 538-47 (studied the rela tionsh ip be tween outsidersand CEO dismissals).^ For examples oi work dealing with director shareholdings,see Alchian, A. A., & Demetz, H. 1972. Production, iniorm ationcosts and economic organization. American Economic Review,62(4): 777-95; and Zah ra. A., & Stanton, W. 1998. The implicationsof board of directors' composition for corporate strategy andperformance, /nternafiona/ Journal of Management, 5(2): 229-236.^ For examp les of work on board size, see Zahra & Stanton,

op . cit. A review is also included in Dalton, et al., op. cit.^ For rese arch on CE O du ality, see Biggs, J. 1995. Why TIAA-CREF is active in corporate governance. The Participant, p. 2;Mon ks, R., & Minow, N. (Eds.). 1995. Corporate go vern anc e. Cam-brid ge. MA: Blackwell Bus iness; and Fink elstein, S., & D'Aveni,R. A. 1994. CEO duality as a dou ble-e dge d sword: How boa rds ofdirectors balance entrenchment avoidance and unity oi com-mand. Academy ol Managem ent Journal 37(5): 1079-1108.^Johnson, J. L,, Daily, C. M., & Ellstrand, A. E. 1996. Board ofdirectors : A review a nd research a gen da. Journal ol Manage-ment. 22(1): 409 -438 .'Where interviewees gave us permiss ion, we include theirnames and titles to provide context for what they told us.^ Arguments against stock ownership can be found in Daily,

C. M., Certo , S. T., & Dalto n, D. R. 1999. Pay d irec tors in stock?No.: It 's supposed to align them with stockholder interests, butit 's an idea full oi traps and snares. Across the Board, 10(6):47-50; an d Gro ssm an, W., & Hoskisson , R. E. 1998. CEO p ay atthe crossroads oi Wall Street and Main: Toward the strategicdesign oi executive compensation. The Academy of Manage-ment Executive, 12(1): 43-57.^ See Dalton, et al., op. cit., and Finkelstein & D'Aveni, op. cit.'" Add itional su pport for this assert ion co me s from Dalton, etal.. op. cit.' ' For emerging research on board process, see Forbes, D. P.,& Milliken, F. J. 1999. Cogn ition a nd corp orate go ver nan ce: Un-derstanding boards of directors as strategic decision-makinggroups . Academy ol Managem ent Review, 24(3): 489 -505; Mo nks& Minow, op. cit.: Ch ara n, R. 1998. Boards at woik: How corpo-

rate hoards create competitive advantage. San Francisco:


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2003 Finkelstein and Mooney 113Jossey-Bass; an d Sonnenfeld, J. What m akes grea t boa rds great.Harvard Business Review, 80(9): 106-113 .' Con structive conflict, als o common ly referred to as "task"or "cognitive" conflict, has been found to be beneficial for de-cision-making in top mana gem ent team s (see Amason, A. C.1996. Distinguishing the effects of functional and dysiunctionalconflict on strategic decision-making: Resolving a paradox iortop management teams. Academy of Management Journal.39(1): 123-148) as we ll a s w ork g rou ps (see le hn, K. A. 1995. Amultimethod examination oi the beneiits and detriments ofintragroup conflict. Administrative Science Quarterly, 40(2):256-283). Its beneiits stem from exchanging and blending mul-tiple perspectives, a s shown by Schweiger, D. M,, Sanberg,W. R., & Rech ner, P. L, 1989. Ex per ien tial effects of d iale cti calinquiry, devil 's advocacy, and consensus approaches to strate-gic decision-making. Academy ol Management Journal, 32(4):745-772.

'^Destructive conflict, also commonly referred to as "emo-tional," "interpersonal," or "afiective" conflict, was studiedalong with constructive conflict in studies by Amason, op. cit.,and lehn, op. cit ., and found to have damaging effects on teamdecision-making.'" The importance of working together in a team has beenstressed in the top management team literature. For examples,see Hambrick, D. C. 1994. Top man agem ent groups: A concep-tual integration and reconsideration oi the ' team' label. In Re-search in organizational behavior. Staw, B. M., & Cum ming s,L. L. (Eds.). Greenwich, CT: JAI Press: 171-214; Hambrick, D. C.1998. Corporate coherence and the top management team. InHamb rick, D. C , Nadler, D. A,, & Tush man , M. L. (Eds.). Navigat-ing change: How CEOs, top teams, and boards steer transfor-matio n. Boston, MA: Harv ard Busin ess Scho ol Pres s: 123-140;an d Siegel, P, A., 8t Hambrick, D. C. 1996. Busin ess s trateg y andthe social psychology of top management teams. In Shrivas-tava. P., Huii, A., & Dutton, J. (Eds.). Advances in strategic man-agement 3. Green wich, CT: JAI Press: 91-119.'^Staw , B. M., San de lan ds, L. E., & Dutton, I. E. 1981. Threat-

rigidity effects in organizational behavior: A multi-level ana ly-sis. Administrative Science Quarterly, 26(4): 501-24.'^ For research dealing with addressing decision comprehen-sively, see Fredrickson, I., & Mitchell, T. 1984. Strate gic decisionprocesses : Com prehensiveness and periormance in an industrywith an unstable environment . Academy of Management Jour-nal. 27(2): 399-4 23; and Fred rickso n, J. 1985. Effects of dec isionmotive and organizational performance level on strategic deci-sion processes. Academy ol Management Journal. 28(4): 821-843."For examples of research emphasizing CEO influence indirector selection, see Ande rson, C. A., & Anthony, R. N. 1986.The new corporate directors: Insights ior board members andexecutives. New York: Wiley; and Lorsch, J. 1989. Pawns or

potenfafes; The reality ol America's boards. Boston: HarvardBusiness School Press.' It is in these "feariul situation s" that ou tsiders may actu-ally play their biggest role. Consistent with what some of ourinterviewees told us, board independence may matter mostwhen a company is dealing with a takeover or other stressfulevent. See Chatterjee, S., 8E Harrison, J. 2001. Corporate gover-nan ce, in Hitt, M., Freema n, E., & Harrison, J. (Eds.). Handbook ofbusiness strategy. London: Blackwell: 543-563.' Se e K atze nba ch, J. R., 8E Smith, D. The wisdom of teams.New York: Harper Perennial.

^'' A remarka ble numb er of the CEOs at the helm of scand al-plagued companies were towering figures that faced little in-ternal opposition from other m ana ger s or the board of directors.Some attributes oi companies that iall into this trap, and theway certain leadership habits give rise to such out-of-controlCEOs, are described in Finkelstein, S. 2003. Why smart execu-tives lail. New York: Portfolio,^ ' These eiiorts to expan d the sources oi relevant informationthat boards can top into is very much in line with what expertsin group decision-making advocategroups that only discussissues among themselves can become insular and more sus-

ceptible to limited decision-making and groupthink. See Janis,I. L. 1972. VictimsofgroupthinJc.-A psy cho iog ica/s tud y of foreignpoiicy decisions and fiascos. Boston: Houghton Miiilin.^ Irving Janis identified grou pthink in 1972 (see lanis, op.cit.). Although he did not use the term "devil 's advocate," in alater book (Janis, 1. L. 1982. Groupthink: Psychological studie s offoreign poJicy decisions a nd fiascoes. Boston: Hough ton Miiflin),Janis stressed that to avoid groupthink, groups should assign"critical evalu ators" to ass ess decision s made and gen erateother alternatives.^ The Nominal Group Technique (NGT) systematically as-sesses group members' opinions about key issues. For informa-tion abo ut the te chn ique , see Gustafso n, D. H., et al. 1973. Acomparative study oi diiierences in subjective likelihood esti-

mates made by individuals, interacting groups, Delphi groups,and nominal groups . Organizat ional Behavior and Human Per-iormance. 9(1), 280-291.^^ For more inform ation, se e S chwe iger, D. M., San ber g, W. R.,

& Rechner, P. L. 1989. Exp eriential effects of dialectic al inquiry,devil 's advocacy, and consensus approaches to strategic deci-sion-making. Academy of Management Journal. 32(4): 745-772.^ The Delphi Method is a method of improving group deci-sions using the opinions of experts. For more information aboutthe technique, see Dalky, N. 1969. The Delphi Method: An expe-riential study of group decisions. Santa Monica, CA: Band Cor-poration.

Sydney Finkelstein is theSteven Roth Professor of Man-agement at the Tuck School atDartmouth. His research has fo-cused on the intersection of strat-egy and leadership. His newbook. Why Smart Executives Fail,is based on a six-year researchproject on the underlying rea-sons ior major corporate break-downs and what executives cando to avoid them . Contact: Sydney.finkeSstein dartmouth.edu.

Ann C. Mooney is an assistantprofessor at the W esley 1. HoweSchool oi Technology Manage-ment at Stevens Institute oiTechnolog y in Hoboken, NJ. Shereceived her Ph.D. and M.B,A.irom the University oi Georgia.Her research interests center onstrategic decision making, topmanagement teams, and boardsof directors. Contact: amooneystevens-tecii.edu.


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