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Title: what makes great boards great: it`s not rules and regulations, it`s the way people work together-[Periodical]

Notes: In the wake of meltdowns at WorldCom, Tyco, and Enron, enormous attention has been focused on the companies` boards. It seems inconceivable that business disasters of such magnitude could happen without gross or even criminal negligence on the part of board members. And, yet, a close examination of those boards reveals no broad pattern of incompetence or corruption. In fact, they followed most of the accepted standards for board operations: Members showed up for meetings; they had money invested in the company; audit committees, compensation committees, and codes of ethics were in place; and the boards weren`t too small or too big, nor were they dominated by insiders. Corporate governance expert Jeffrey Sonnenfeld suggests that it`s time for some new thinking about how corporate boards operate and are evaluated. He proposes thinking not only about how to structure the board`s work but also about how to manage it as a social system. Good boards are, very simply, high-functioning work groups. They`re distinguished by a climate of respect, trust, and candor among board members and between the board and management. Information is shared openly and on time; emergent political factions are quickly eliminated. Members feel free to challenge one another`s assumptions and conclusions, and management encourages lively discussion of strategic issues. Directors feel a responsibility to contribute meaningfully to the board`s performance. In addition, good boards assess their own performance, both collectively and individually. `

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