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Introductory phrases such as “in our case….” or “given our board’s history…” or “in light of the expertise and dedication on our board…or “the culture of our organization prevents….” increasingly invade discussions of governance, accountability, transparency, and ethics (what I call “GATE”). For example, some boards consider that because they rarely have conflicts of interest, a meticulous conflicts procedure may not be necessary. Others believe that the board Chair is so competent that he or she should have a more extensive role in governance decisions (committee structure and assignments, succession planning, CEO evaluation and remuneration analysis….) than GATE suggests –...

The recent resignation of the CEO of Yahoo! over a misstatement of his University degrees raises one deceptively simple reminder: the most obvious still needs to be verified. The message for boards is that outside service providers (in this case, human resources verification firms or search firms) need to detail their methodology and the specifics of the application, not simply a conclusion. It wasn’t enough for the outside verification firm (which as I understand it from the financial press was not the search firm in this case) to confirm that the cv was checked. (more…)

Three scenarios: I recently had the great privilege of attending a dinner with a number of high level participants in the climate change issue. The attendees represented a diverse group from academia, government, business, philanthropy, non-profit advising, and international conferences – leaving only the multilateral organizations unrepresented. As is usual, and indeed interesting, every participant spoke from his or her experience. However, there was not a single comment during the evening that considered the most effective role for, or the most effective working relationship amongst, each of these actors in addressing the climate change issue. (more…)

I recently attended a board meeting where a formal conflicts of interest policy did not exist. Thanks to a long-standing senior board member reminding everyone that the financially conflicted board members should not vote, at least some semblance of propriety was maintained. Good governance depends on board members speaking up: about implementing policies; about issues that arise that do not seem right but are not covered by policies; about anything that seems relevant to good governance. Written policies are important, but they are useless if not actively applied. Good governance requires proactive participation at meetings, as well as communication in-between...