BEFORE ASKING "Who speaks for the board?" it is important to consider whether the board should speak at all--a question with serious implications for the stability and continuity essential to corporate performance.
In practice, there are moments in the life of a corporation when the board must speak--typically, moments of crisis or major transition. Generally, however, a board that speaks independent of management creates significant risks.
The board must be able to balance multiple concerns as it pursues its primary and vital functions in helping to set strategy, oversee management, and guide future direction. Communicating directly and routinely with multiple stakeholders may undermine its ability to achieve this balance and may create dangerous distance between the board and management. This is precisely why communication has historically been the purview of management.
Communication should be part of a board's operation, but primarily as a means of facilitating a healthy working relationship between directors and management. In this context, who speaks for the board takes on a different meaning: who speaks for the board as its representative--and the shareholders' representative--to management? Who engages directly with the CEO to assure that the board is receiving adequate information from management? Who helps to prevent insularity and isolation, keeping the board sufficiently aware of the company's operating environment?
Often, this important function is served by the nonexecutive chairman or lead independent director. While not appropriate for every company, this position is becoming increasingly prevalent, increasingly important, and increasingly difficult, helping to assure common purpose and to balance interests that may not be completely aligned. And in those situations when the board must speak, this individual can be a powerful voice in the governance equation.
Directors should also have a feedback mechanism--the ability to hear from the company's stakeholders. Unfettered, anonymous research work can often help provide this valuable input...