No posturing for public consumption: the board 'speaks' through its oversight and through its advice to top management.

• Author: Ferris, Robert D.
• Position: BOARD PRACTICES

Sarbanes-Oxley has succeeded in stimulating much more active involvement of boards of directors not only in their oversight capacity but also in lending much needed skill sets, experience, and perspective to managements for addressing the very challenging business and economic issues of the day.

That said, the question of "Who speaks for the board?" is to some extent mooted in that some, including this writer, strongly believe that the board "speaks" through its oversight and through its advice to top management. As a unit, then, the board should not have a public position or point of view on normal business matters that is postured for public consumption.

Consider what would happen if boards routinely conducted their own external communications independent of the company's management. Inevitably, there would be disconnects with the company's messages, leading to shareholder and customer/partner confusion and, ultimately, to lower valuations because of inconsistent, hence weakened, branding. The theory (and best practice) continues to be that the best and most appropriate spokesperson for the company is the company itself, in the person of the chief executive officer.

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The board traditionally speaks through its chairman when he or she presides over the annual shareholders' meeting or when unusual events or crises arise, such as a takeover attempt or a proxy battle for control. It is...