Needed: directors with backbone.

• Author: Bowen, William G.
• Position: Directors of corporations

Courage and the will to act are often the attributes in scarcest supply in a board member's catalog of virtues.

Effective governance by any board surely depends most of all on having an outstanding group of members. The right people can make any structure work, and no structure can be so brilliantly conceived that it will compensate for inadequacies of individuals.

I have little to add to the usual catalog of virtues to be borne in mind in selecting board members. Integrity, competence, insight, independence, and dedication are necessary, as is the ability to wok with colleagues in a setting that requires collective decisionmaking.

But I will advance one other proposition in which I have come to believe strongly: Courage and the will to act are often the attributes in scarcest supply. In my experience, after some amount of time and discussion (to be sure, frequently too much time and too much discussion), what should be done usually becomes fairly clear. The trick is marshaling the energy - and especially the courage - to act. It is so much easier simply to wait a little longer for events to unfold.

Unfortunately, the problem is deeper than merely finding individuals with the requisite backbone, though that is, I suspect, the largest part of it. The more subtle and less tractable problem is related to what Lewis Bernard, chairman of Classroom Inc. and Advisory Director of Morgan Stanley, has described perceptively as the "Director's Dilemma":

"Executive management must be left free to run the company uninhibited by excessive interference by the board. The issue, of course, is what is excessive interference? I find that most conscientious directors are overly shy about being perceived as rocking the boat. This leads to a broader question. Can directors be more than a purely reactive force? The catch-22 is that the reluctance to be perceived as interfering makes for passive rather than active board participants. The importance of not engaging or interfering in short-term management frequently causes directors to abdicate their responsibility for long-term direction. The 'director's dilemma' is a difficult one; I suspect you may have felt it acutely at times."

Another commentator, who exceeds any normal standard of conscientiousness and courage - David Culver, chairman of CAI Capital Corp. and retired chairman of ALCAN Aluminium Ltd. - starts from what he calls "General Doriot's definition of an organization as a group of individuals helping one person do a job." In his view, directors are there to help the CEO do what...