The relationship between boards and senior management is changing. Boards' obligations and their engagement with management have grown in today's world of increasing complexity and risk. The National Association of Corporate Directors' 2015–2016 Public Company Governance Survey compiled benchmarking data on governance trends and practices from more than 1,000 corporate directors and governance professionals. Its findings are instructive for all governing boards, whether they represent public company shareholders or credit union members.
The days of passive, response-only boards are ending as board members more fully and deeply address the topics of strategy, talent, technology, cybersecurity, reputation and other enterprise risk issues. Directors now spend more time with management than ever before. As boards expand their influence and time commitment, however, concerns of unhealthy friction between the board and the executive team emerge. NACD notes that problems can arise like overstepping boundaries and ineffective communication. Quarterly financial reporting and rising shareholder activism potentially cause a short-term view that constrains long-term value creation.
Although boards must observe the dividing line between oversight and managing, there are no one-size-fits-all rules defining a line that cannot be crossed. Often the size of the company makes a difference. A smaller company's senior management might want the day-to-day counsel of experienced directors and mid-sized companies may benefit from assistance not needed nor appropriate for large organizations. Smart directors, however, do not meddle in execution of day-to-day operations and management affairs. But they do ask the tough questions of management that their duty requires. And they resist management pressure to agree to ideas or proposals about which they have serious reservations.
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