It is the People Who Contribute to Operational Excellence
Establishing leadership whether in a product market or a services market is not easy, especially in the fast changing world where the life cycle of products and services tends to be very short. A look at the Companies that have grown in stature and maintained their growth story tells you of the hard work that […]
United Nations Global Compact and its Implications for CSR Practice by Corporates
What is the United Nations Global Compact ? The United Nations Global Compact is a set of principles that encourage the signatories to the compact to pursue social and environmental responsibility. Unlike the UN Millennium Development Goals, the UN Global Compact has corporates as its signatories and hence, this is the first comprehensive and cohesive […]
Measuring Customer Satisfaction
For improving customer satisfaction it is essential for the supplier to measure it. It is purely believed that if anything is not measurable then it is not authentic. Customers are the most important asset for any organization as they are only responsible to drives the business. Measuring customer satisfaction helps in identifying specific customer information […]
Modern Retail Store Design – A Perspective
When you think of any Retail Store, instantly you recall the layout and your experience connected with the store. We tend to build our likes and dislikes around the Store environment and ambience and our loyalty to any one store may be influenced by our perceptions of that particular store environment. Store Design and Layout […]
Resources, Competencies and Distinctive Capabilities
Resources The activities and processes of the organization utilize certain assets. These assets are called resources. These resources can be created within the organization. They form the internal resources. Such generated resources are organization-specific. Otherwise they could be obtained externally from the suppliers available in the resource markets. They form the external resources. The externally […]
The field of corporate governance exists in a symbiotic relationship between the management and the board of directors. It is impossible to talk about corporate governance without taking into account the roles and duties of the board of directors and the expectations from the management. To explain this fully, it would be useful to consider the fact that unless the board of directors’ act as oversight authority effective corporate governance cannot be practiced.
In the same vein, unless the management sets their expectations from the board of directors, the latter would not be able to function. Hence, the expectations from the management ought to be articulated upfront for the board of directors to know and understand what they are supposed to do. This often manifests itself as a written or unwritten code of conduct for the board of directors to follow.
The expectations from the management can take many forms and they can be divided into oversight over their actions, guidance from professional directors on how to run the company and finally, a sharing of accountability and responsibility between the management and the board of directors.
If we take each of these by turn, we find that the board of directors is expected to perform the role of an oversight over the actions of the management and that the board should be accountable for its actions.
In recent months, in the AMR fire tragedy and the Satyam Scandal, the board was widely believed to have reneged on its oversight functions. Next, the board of directors is expected to provide professional advice and guidance to the management and the expectations of the management include sagacious and timely advice to the management from the professionals on the board on how to run the company.
The point here is that the expectations from the management cover these dimensions and a harmonious relationship between the board and the management can exist only when these dimensions are taken care of.
Further, the management cannot shirk its responsibility and hence apart from their expectations from the board, they are also deemed to behave in a manner that inspires confidence from the employees and other stakeholders.
In recent years, there has been much heartburn among investors and the stakeholders in the way in which the boards of several companies are acting as rubber stamps for the management. This trend is to be avoided and only when the board acts independently and as a custodian of shareholder and stakeholder interests can there be effective corporate governance.
Finally, the expectations from the management need to be reevaluated and reoriented periodically so that the management and the board of directors are on the same page and they have the employees and the stakeholders with them. The bottom line for effective corporate governance is a healthy balance between the expectations from the management and the functions of the board. They have to balance each others’ needs and responsibilities and have to coexist if meaningful corporate governance is desired.
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