Governance for governance's sake? This 'rookie CEO,' some 30 years later, fears that the human dimension of governance is being devalued.

Author:Naples, Ronald J.

FOR THIS ANNIVERSARY issue of DIRECTORS & Boards, I was asked by the editor to revisit an article I wrote for the journal in 1984, "Lessons for a Rookie CEO" Having now been a public company CEO from 1981 to 2008, I've had my long-ago "lessons" tested--some confirmed, some disabused. In rereading my article, I'm not so sure that my thoughts would be very different were I a "rookie" CEO today. But, while some aspects of the work of a CEO always will be the same, it is indisputably true that the world of the CEO has changed dramatically in my almost 30 years on the job.

Whether it's the imperative of global strategies, or the demands and roles of shareholders and their relationship to the company, or the speed and nature of communications (with customers or employees or in the spread of knowledge), or the expectations for and the role of private enterprise in our society, or the size, distribution, and form of compensation ... or many other areas that could be noted, are all very different today than they were 30 years ago (or even 10 years ago). Each of these areas is worthy of its own focus, but in the context of this anniversary edition I will muse briefly about the sea change in the notion and process of corporate governance over the past few years.

Indeed, in my last handful of board years I began to feel that what we might have gotten decided a few years ago in a hallway conversation now required two committee meetings, a board meeting or two, considerable consultant or advisor dollars, and still a lot of hand wringing about whether we were doing the correct thing. This may overstate a bit, but there is clearly a change in the tenor of corporate governance. My "hallway conversation" allusion doesn't imply cavalier or casual governance, irresponsibility, or the "old-boys" network. Rather, it reflected confidence in and reliance upon director judgments formed over time about proportion, priorities, and context.


While we could spend much ink on rules and regulations, the provisions of Sarbanes-Oxley or Dodd-Frank, it's important to remind ourselves that corporate governance is in the end a human enterprise that must go beyond process maps and checklists focused on compliance. Only human enterprise can apply the judgment and perspective that makes governance meaningful, that gets to the substance of what governance is meant to contribute. Yet, today, with so much new regulation, compliance with prescription threatens...

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