By Barry S. Bader
Time is a board’s most precious commodity. Yet, study after study shows that board members spend more meeting time in passive mode, listening to reports and conducting routine business, than they do actively discussing substantive matters of policy or organizational strategy.
People join boards because they want to contribute. But they too often find the typical meeting agenda is filled with routine committee reports and neatly wrapped recommendations for formal approval. Amid the routine, there’s little opportunity for the questions, brainstorming and interchange that allow trustees to leverage their knowledge, experience and perspectives to help management and improve the organization.
A common criticism of corporate governance has been that board members fail to question the information they receive, challenge management when appropriate and engage in candid discussion. As a result, the critical board roles of policy-making, decision-making and oversight often are performed like a Broadway play with actors reading their parts faithfully every night without improvisation. That’s good theater, perhaps, but not good governance.