What I learned.

Author:Smith, Jerri
Position:EDITOR'S NOTE - Editorial

This is my final issue of Directors & Boards. After 40 years as a journalist-editor, including the past 35 years at the helm of this journal, I am heading off to retirement. This last Editor s Note seems like a proper moment to reflect on some of the major pointers that I have picked up along the way--in both governance and publication management. Here goes:

* There really is not much new under the sun.The role of the board--to protect the enterprise and guide its future--is not much different now than when I joined Directors & Boards in 1981. How the board performs its role has changed--i.e., in its board composition and some of its practices (e.g., having a lead director) --but its basic role remains as established as ever.

* There are best practices, and then there are right practices. Best practices are evolving standards, but may not be right for every board s circumstances (for example, separating the chairman and CEO positions.)

* Unless you are a fly on the boardroom wall, it is impossible to know how good or bad a board is. Some of the worst-performing companies may have the best directors trying to right the ship, while more steady-state companies may have a board on cruise control. Who knows what the true nature of a board is unless you are in the mix?

* Governance, while ostensibly about corporate bylaws, the rule of law and the directives of regulation (federal, state, SROs), is really all about people and human nature and group dynamics. My definition of corporate governance: A group of smart, accomplished people sitting around a table trying to make good decisions on behalf of the enterprise.

* The "job one" of the board is to make sure the right person is running the company. I rejected that notion in my early days.There has got to be more to the prime duty of the board, I thought. My feeling now is that if the board has...

To continue reading