Working with a client with two new Board Members has brought up a couple of issues which can be seen as typical of the structure of The Board in many companies. This particular board has evolved over years, and has remained under the solid leadership of it's chair. However, the role of the board has diverged from it's purpose insofar as it has become an executive tool, managing every aspect of the business.

Let's look at this situation from the perspective of why the Board is in existence in the first place. Take the very word, "Director".. meaning Direction Giver. Is that how you would describe the position as practiced in your company? In theory, the role of the board is one which provides leadership, devising the Vision and Values of the company, while ensuring that it meets it's liabilities at law, for due diligence and probity. I am in favour of the "Learning Board" model, which espouses the ideal that the board should be structured towards continuous learning from four perspectives. Internal and External environmental, political and trade variables, and the Short and Long term positioning of the company.

In order to achieve these objectives, it is imperative that the board remains independent of the executive, retaining it's strategic purpose. Sometimes the line becomes blurred, especially when a situation arises where a senior executive is rewarded with a directorship. In this scenario, the executive brings the baggage of the acquired experience within the company, of managing day to day tasks to achieve business objectives and endangers the purpose of the board by bringing a focus on their executive discipline. So, how can this be countered.

One proven method, is to ensure that a new director receives proper induction, training them in their new and separate role as a director. This may involve a second contract, along with the proper allocation of time and resources to succeed. The point is to make sure that the "Independence" of the board remains intact. With this in mind, it is always worthwhile for a board to conduct regular reviews of it's own performance, ensuring it's effectiveness as the leadership of the business.