Thursday, December 30, 2010

What REALLY Goes on in the Boardroom?

As a director, you are bound by your duties as a board member NOT to talk about the inner workings or deliberations that take place behind the closed doors.  So, how are new directors supposed to learn how to behave, how to contribute or even how to THINK like a director?

Julie Garland McLellan has written an excellent collection of real boardroom scenarios and asked internationally recognized governance professions for their “advice and consultation.”  The book, Dilemmas, Dilemmas, provides “Practical Case Studies for Company Directors” at listed firms, family-owned firms, private and venture firms, not-for-profit and government-owned entities. 

The dilemmas or case studies are taken from her newsletter, The Director’s Dilemma.  Twenty-two boardroom situations are presented from the perspective of an individual director – sometimes a new one, sometimes a director put into a specific and uniquely challenging situation.  “What would you do?” is the question posed to a number of directors or consultants representing a wide range of governance expertise, primarily Australian, but the experiences have relevance globally.  And Julie Garland McLellan regularly adds her own views as a professional non-executive director and consultant to boards and individual directors.

The introduction outlines each of the issues in focus for each case study.  The crucial question of directors’ duties provides a key emphasis for the majority of cases.  At the end of each scenario, the reader is challenged to decide for herself:

1.         Which answer provided does the reader prefer: why or why not?
2.         What aspects of the other answers would the reader incorporate into her chosen solution?
3.         What would the reader’s solution be?

There is no perfect or right answer.  The experts may agree, may offer unique insights or may offer an impossible response.  Every expert’s comments provide a powerful learning experience and unparalleled insight into boardroom challenges and deliberations.

At a minimum, the concluding impression is that boards – inside their boardrooms – face some extremely complex and intricate issues.  Ms. McLellan is to be commended for providing us with a balance and in-depth presentation of these tougher realities.

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