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How frequently do you encounter dysfunctional boards during your board assessments, and what is your primary recommendation for addressing these issues?

Sadly, way too often. In our comprehensive report titled Benchmarking board performance: 500 board reviews later, we included a detailed article on this matter. That article reported that around 25% of the more than 500 boards we had reviewed had some form of dysfunction.

We say that this is the elephant in the room that boards, directors and company secretarial associations do not want to talk about. We also pointed out that many of that 25% do not know they are dysfunctional. And many do not have the capacity or the will to fix the problem.

We defined dysfunction as an impairment that has or is likely to adversely impact the board’s performance, effectiveness, and decision-making significantly.

Some of the many causes and fixes were included in that article.

More on this topic

The board evaluates its own performance through a structured process that typically includes self-assessments, peer evaluations and sometimes external evaluations. This process helps identify areas where the board is performing well and areas that need improvement. The evaluation may cover various aspects, such as the effectiveness of meetings, the quality of decision-making, the board’s composition and its relationship with management. The results of the evaluation are used to develop action plans to address any identified issues and to enhance the board’s overall effectiveness.

Board training and development are important because they ensure that directors have the knowledge and skills necessary to fulfil their governance responsibilities effectively. Ongoing training helps directors stay informed about governance best practices, industry trends and regulatory changes. It also enhances the board’s ability to make informed decisions and provide effective oversight. Development opportunities, such as workshops, seminars and peer exchanges, can also help build a more cohesive and effective board.

Board evaluations are important because they provide an opportunity to assess the board’s performance, identify areas for improvement and enhance overall effectiveness. Regular evaluations help the board to reflect on its strengths and weaknesses, address any issues that may be hindering its performance and implement changes to improve governance practices. Board evaluations also promote accountability and ensure that the board is functioning in the best interest of the organisation.

Board independence is significant because it ensures that the board can provide objective oversight and make decisions that are in the best interest of the organisation, free from conflicts of interest. Independent directors bring an unbiased perspective and are less likely to be influenced by management or other stakeholders. This enhances the board’s ability to hold management accountable and make decisions that prioritize the long-term success of the organisation.

In mergers and acquisitions (M&A), the board’s role is to provide oversight and ensure that any transaction is in the best interest of the organisation and its stakeholders. The board is responsible for reviewing and approving the strategic rationale for the transaction, conducting due diligence and evaluating the financial and operational implications. The board also oversees the integration process after the transaction to ensure it delivers the expected benefits.

A board ensures accountability by setting clear expectations for management, establishing performance metrics and regularly reviewing performance against these metrics. The board should also implement policies and procedures that promote transparency and hold individuals accountable for their actions. This includes conducting regular audits, reviews and evaluations, as well as taking corrective action when necessary to address any issues that arise.

Challenges of board governance include managing conflicts of interest, ensuring diversity and inclusion, balancing short-term and long-term objectives and maintaining effective oversight without micromanaging. Boards also face challenges in adapting to changing regulatory environments, technological advancements and evolving stakeholder expectations. Continuous education and self-assessment are key to overcoming these challenges and ensuring effective governance.

Boards can improve decision-making processes by ensuring they have access to accurate and timely information, fostering open and constructive discussions and encouraging diverse viewpoints. Boards should also implement clear procedures for decision-making, including setting agendas in advance, defining criteria for decisions and documenting the rationale for decisions. Regular reviews of past decisions can help the board learn from experience and continuously improve its processes.

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