Bank of the West Tower - 500 Capitol Mall, Sacramento, CA 95814
(650) 250 - 5845
Boards have long been in the hot seat whenever corporate scandals erupt. After the high-profile implosions of companies like Enron and WorldCom, many wondered: Were directors simply asleep at the switch, or was something deeper at play? As it turns out, most struggling boards checked all the “right” governance boxes—independence, committees, regular attendance—yet still failed to prevent disaster. Why? Because great boards aren’t just about structure; they thrive on trust, candid dialogue, and a commitment to transparent leadership.
Conventional wisdom says solid committees, independent directors, and seasoned expertise should guarantee success. But real-world evidence tells a different story. Even boards with impeccable credentials sometimes overlook major risks. That’s because a board is more than a collection of résumés—it’s a dynamic social system where open dissent, trust, and respect must flourish.
Key Point: A board that only meets formal governance standards can still fail if its members don’t engage in honest debate or share critical information.
Directors must feel safe challenging assumptions—especially when stakes are high. Healthy boards encourage dissent, valuing it as a sign of diligence rather than disloyalty. This climate of candor hinges on trusting relationships. Without trust, CEOs might sideline board members or bury important details in mountains of paperwork. Conversely, when directors are encouraged to question strategies and push back, the organization benefits from sharper thinking and better decisions.
Key Point: The most robust boards see disagreement as a pathway to innovation, not a threat to unity.
Foster Accountability: Assign meaningful tasks—like store visits or stakeholder meetings—to keep directors informed and engaged.
Encourage Candid Feedback: Conduct regular performance reviews for both the board and individual directors. Honest evaluations support ongoing improvement.
Rotate Roles: Avoid rigid stereotypes (e.g., the “numbers person” or the “visionary”). Allow directors to challenge different facets of the business to gain broader insights.
Embrace Constructive Conflict: Leaders at the table—whether insiders or outsiders—should treat dissent as an asset, not an obstacle.
“I often say, ‘I don’t think you want me on your board. Because I am contentious. I ask a lot of questions and if I don’t get the answers, I won’t sit down.’ That’s the kind of board member that I want on my board.”
—Bernie Marcus, Co-Founder of The Home Depot
500 Capitol Mall, Sacramento, CA 95814