Monday, October 27, 2008

Boards – what are they good for? (Can they avoid the embrace of managers?)

Across the public sector, the need for effective boards remains on the agenda (and is arguably rising up that agenda). But can boards ever meet the expectations heaped upon them?

The Harvard Law School Corporate Governance blog makes depressing reading this month. Jonathan R. Macey summarises some arguments from his forthcoming book on Corporate Governance, Promises Made, Promises Broken.

It seems that Macey thinks that promises are not very likely to be kept due to board capture:

Public choice, social psychology, and historical observation all suggest that boards can be counted on to be only as honest and effective as the managers they are supposed to supervise. The problem with boards is their unique susceptibility to capture by the managers they are supposed to monitor. The problem of capture is so pervasive and acute that almost no board, not even those that appear highly qualified, independent, and professional, can be relied upon entirely.

He points to boards being sucked in and committing themselves to the strategies, plans and managers that they have chosen.

Is there any way out? Perhaps.Macey notes:

as board tenure lengthens, it becomes increasingly less likely that boards will remain independent of the managers they are charged with monitoring.

Arguably the opposite is true. Board renewal is not only about new blood – it’s about new brooms too. (Of course there remains the imbalance of information between executives and non-executives. That assymetry is trickier to fix.)

I hope the National Housing Federation reflects that in strengthening the commitment to a nine year cap on board membership across the housing association sector.

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