'If you could make one change to the governance system ...' In the spirit of Jerry Wind's "Rethinking the Board" article, Directors & Boards posed the above query to selected board members and governance experts. Their replies follow.

PositionORGANIZATIONAL LEADERSHIP - Company Profile

Strengthen the focus on strategy

The extreme expansion of oversight and control responsibilities imposed onto the boards of public companies has, unfortunately, made it more difficult for directors to dedicate focused time on shareholders' number one interest--driving earnings growth for the future. Just as there are required committees for corporate governance, compensation, and audit, I believe we should also have a required committee (possibly even a separate board) established for strategy and operations. Directors on this committee would have relevant industry or operations experience and would work closely with management to augment their strategic planning and, when necessary, challenge the effectiveness of management-driven strategies and initiatives.

--Susan R. Nowakowski is president, CEO and director of AMN Healthcare Services Inc. (www.amnhealthcare.com). She is a director of Playtex Products Inc. and a member of the editorial advisory board of DIRECTORS & BOARDS.

Have boards be better informed

To properly fulfill their fiduciary responsibilities, directors need a thorough knowledge of detailed business facts, which provide them with an in-depth understanding of the company's risks and opportunities. Rendering sage advice, intelligently approving key elements of strategy execution, and effectively monitoring management cannot be done without the knowledge that comes from detailed information and analysis. More knowledge does not lead to "management," but to better governance. Only when directors have their own resources to independently gather and analyze information will their understanding of issues not automatically mirror management's. This will enable the board to add real value.

--Scott Newquist is president and CEO of Board Governance Services Inc., a firm that provides information, analysis, experts, and staff support services to corporate boards (www.boardgov.com).

Make directors a competitive differentiator

At the next board meeting, distribute index cards and ask directors to write the company's strategy on the front--and, on the back, how they can support it. We believe the two questions are revealing. Directors are seldom expected to think and act strategically. Directors' time should be focused on the future--organic growth; acquisitions; technology, product, and talent development--to protect and enhance shareholder value. Directors must understand the company's economics, competition, and marketplace, today and...

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