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Who should fix the boardroom?

Chart of poll results: "Who should fix the boardroom?"

Thank you to everyone who participated in the our LinkedIn poll, “Who should fix the boardroom?”. The final results are in (see http://is.gd/re5y9B) , after a very tightly fought battle between those who favored the “Chair of the Board” and those who felt the “Governance Committee” should be responsible. It was only in the last few hours of the poll that the latter surged ahead to win with 47 out of 92 votes cast (or 51%), leaving the former with 35 votes that represent 38% of the total (would have made for a great time-lapsed video of the bar chart).

Although, it is clear that most participants favoured charging the Governance Committee with the responsibility for fixing the boardroom, it is equally telling that the close race reflects the importance of the leadership of the Chair of the Board, and suggests that ideally both need to be engaged in any improvement initiative. Also, on smaller boards, without a Governance Committee, the Chair of the Board should take on this responsibility.

Most remarkable however, is the finding that the Nominating Committee is not seen as being a primary source for board improvement, receiving only 8 votes. Although, this may appear self-evident given the poll choices, it is nevertheless telling (and perhaps even counterintuitive given popular emphasis on the quality of board nominees, and shareholder demands for proxy access) that selection of board candidates is viewed as being less important for improving board performance than the board’s corporate governance system.

The comments you provided were equally valuable, indicating that the solution to fixing the boardroom is more complex than simply assigning responsibility to one person or committee, and that all board members, including management and key external stakeholders should be engaged collaboratively in board improvement initiatives.

What are the implications of these poll results? What do they reveal about appropriateness of our current governance structures, such as: the relative roles of the Chair of the Board and Chair of the Governance Committee; the prospective role of the Corporate Secretary; the often combined functions of the Nominating and Governance Committee; and the polarizing, adversarial and self-serving corporate stakeholder dynamic?