2011                                                                                                                  Issue 9


BoardWorks International

Welcome to Issue 9 of Board Works

Welcome to this issue of Board Works.

The opening article in this issue addresses that matter of perennial interest to boards, stakeholders and regulators: the Recognising and Handling of Conflicts Of Interest. It is possible that there is not a lot new to be said about the topic but our experience is that many boards find it problematic and it frequently arises as a source of tension. This is a matter on which all boards should review their practice regularly.


Another topic of almost universal interest is the challenge of ensuring that board meetings are 'strategic'. In The Strategic Agenda we add our own thoughts to a discussion chain that has been running for several months within the BoardSource group on LinkedIn. As always it is never a simple issue - boards that ensure their meetings are strategic address more than just the structure of the agenda itself. This adds a further dimension to a related discussion in the last issue ('Is Your Eye on the Road Ahead?').


We have two chief executive-related articles in this issue. In When There Is To Be a Leadership Transition Consider Appointing an Interim Chief Executive we explore the benefits of having an acting chief executive from outside the organisation when the chief executive role becomes vacant.


Finally, a word of warning to chief executives that supposedly poor chief executive performance can often be traced directly back to underperformance on the board's part: Can Chief Executive Failure Be Attributed To Board Shortcomings? This should be taken as a timely consciousness raiser for boards themselves.


Perhaps appropriately, therefore, this issue also contains a link to information about our annual 3 day course for chief executives Partnering with your Board which will be held in November. Now in its 11th year this is a unique professional development opportunity for chief executives which also has a considerable 'return on investment' for the boards they serve. A number of the limited places available have already been taken up so don't delay in registering your interest.

Good reading
Graeme Nahkies


In This Issue
Recognising and Handling of Conflicts of Interest
The Strategic Agenda
When There Is To Be a Leadership Transition Consider Appointing an Interim Chief Executive
Can Chief Executive Failure Be Attributed to Board Shortcomings?
Professional Development
Have your Say
Conflicts Recognising and Handling of Conflicts of Interest
 Conflicts of InterestFew people in governance roles do not occasionally encounter a conflict of interest situation. While as board members we have a fundamental obligation to act in good faith and in the best interests of the entity on whose board we sit, this can sometimes conflict with our personal interests or obligations. Whether we think we have a conflict is not the issue. Someone else's perception there could be a conflict is enough.  
Read and Print the full Article
AgendaThe Strategic Agenda

Sttrategic agendaFor more than two months the North American and broader international membership of the BoardSource Linkedin Group has been engaged in an online discussion in response to a member's request for advice on a board agenda that helps steer the conversation towards strategy and away from operations. At the time of writing more than 200 members had offered or asked for advice on this topic. It is clearly something that is of considerable interest to many board members and also their chief executives. In this article we summarise some of the suggestions made and also draw on our own experience in addressing this question.


TransitionWhen There Is To Be a Leadership Transition Consider Appointing an Interim Chief Executive 

TransitionChief Executive transitions are seldom smooth, orderly processes. With the exception of planned retirements, the need to replace a chief executive often occurs with little warning. This can be very disruptive. Consequently, boards often feel pressured and rush to find a permanent replacement. This greatly increases the chance of them making a poor choice.


Instead of the customary haste, boards faced with this scenario would do well to take a different tack. Slowing things down is counter-intuitive but the loss of a chief executive, even one who will be greatly missed, presents opportunities. One of these opportunities arises with the appointment of an acting or interim chief executive.


FailureCan Chief Executive Failure Be Attributed to Board Shortcomings?

ShortcomingsOver the years my colleagues and I have been involved in many consulting projects involving board concerns about actual or prospective chief executive failure. (1) Thankfully, in some cases, we have been able to assist both board and chief executive to get back on a satisfactory course. This has not always been possible and in other cases, unfortunately, boards and their chief executives have decided parting was the only option.


A research project we undertook reviewed a number of these 'departure' situations. One of the most surprising conclusions was that, in each case, the ultimately culpable party was the board. Various actions (or a lack thereof) on the part of the boards concerned were the key elements that resulted in the supposed 'failure' of their chief executives.  

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