Enhancing the Dynamics of Boards of Directors
An exchange with experienced board membersYvan Allaire | IGOPP
Board members with extensive experience readily observe, and often comment, that the quality of governance and a board’s effectiveness result as much from subtle, dynamic, intangible factors as from strict observance of the fiduciary and formal aspects of governance.
These factors take shape in social interaction among members, in the style of the Chair’s leadership, in what happens before and after formal meetings and during discussions at board and committee meetings. That observation is pertinent for every type of organization, be it a listed corporation, a public institution, a State-owned corporation, a cooperative or a non-profit organization.
Thus, initiatives, mechanisms and processes to improve the dynamic interaction and interplay among board members should enhance a board’s effectiveness. Yet, this particular aspect of governance has been the subject of very few empirical studies because, for reasons of confidentiality, boards cannot readily give researchers direct, live, access to board meetings and ancillary board activities.
One notable exception is Richard Leblanc’s doctoral thesis. Due to the network of contacts of his thesis director and co-author, James Gillies, he was able to observe a certain number of boards in action. In 2005 they published Inside the Boardroom, a book which offers an interesting typology of the dominant behaviours of members during board meetings. Focused on what could be observed at formal board meetings, the work by Leblanc and Gillies provides some insight about but one particular facet of board dynamics.
No other empirical study has been conducted on the issue since then.
Our Institute undertook to shed some light on these subtle, dynamic, intangible factors and, possibly, offer suggestions to directors and board chairs on ways to enhance the quality of governance.