Board practices: its' time to name a chief governance officer.

• Author: Ueland, Sigurd, Jr.
• Position: Putting In Place the Right Board for the 21st Century

FOR THOSE of us who have been following issues of board structure and board practices for the past 20 years, the information available on these subjects has been increasing in a geometric progression that now challenges our ability to keep pace.

For me, this all started in the early 1970s when the chairman and CEO of Honeywell sent me a terse note asking me to become familiar with board issues so that I would be in a position to advise him on any improvements that could be made to the Honeywell board process. I cannot remember the exact phrasing of this memo, but I can guarantee it did not contain any references to "governance." Whatever words were used, the subject was foreign to this young lawyer working in real estate and business operations, and, if my memory serves me, the only information I found readily available was in a thin pamphlet issued by the Conference Board.

Discussion and analysis of board practices increased in the late 1970s and early 1980s with three important projects by the Business Roundtable, the American Bar Association and the American Law Institute. In January 1978, the Business Roundtable issued a statement entitled "The Role and Composition of the Board of Directors of the Large Publicly Owned Corporation" This was followed later that year with the issuance by the Section of Corporation, Banking and Business Law of the American Bar Association of its "Corporate Director's Guidebook," which expanded in 1979 through the publication of "The Overview Committees of the Board of Directors." In 1982, the American Law Institute began to issue drafts of what is now called "Principles of Corporate Governance: Analysis and Recommendations."

There is little need to document publication activity during the subsequent 14 years, as anyone remotely concerned with corporate governance and board practices understands the level of commentary has reached epic proportions, and a number of periodicals, including DIRECTORS & BOARDS, now report exclusively on corporate governance issues. The bibliography on available literature would certainly run to several pages.

The question arises how the CEO or the individual director can hope to keep up with the barrage of publications and new ideas on corporate governance. An appropriate solution for dealing with this issue is to identify an officer of the company to act as chief governance officer with the responsibility to keep the board aware of new developments in the governance arena and to...