個案資料

There is a growing cottage industry of superficial thought about corporate governance, and bad science has overwhelmed the process of clarifying the role and processes of a successful board. As this article states, there are features of governance and functions of governance. Regulators have forced boards into a compliance mode that places high value on features of governance as opposed to functions of governance, with grave penalties for non-compliance. The focus on features has led to a faulty evaluation metric for corporate governance. Indeed, counting features — such as separation of the chairperson and CEO, majority voting, and elimination of staggered boards — is the most common scale used when comparing boards. However, the verification of a board’s features does little for understanding and evaluating actual board behaviour. Understanding a board’s success or failure should be based on organizational theory, such as organizational design, culture, the personality and leadership of the CEO, and the quality of the board. How the functional relationships between the board and management work is likely far more important than board features to the growth, and sometimes survival, of an organization.

• Board of directors, governance, metrics, organizational theory