Читать книгу High Performance Boards - Didier Cossin - Страница 23

Corporate governance requires a balance in decision-making between different bodies in order to provide a good counterweight to leadership. The governance DNA entails balancing decision-making power between an organisation's leader, board, and owners at the heart of the triangle (Figure 2.3) and ensuring the quality of decision-making through the participation of all three parties. Any decision that is taken at one corner of the triangle, in isolation from the others, is poorly governed. Decisions should ideally be located at the triangle’s centre of gravity.

Another principle of governance effectiveness is clarity of roles. The board sets the tone, culture, and objectives; it often chooses the leadership team; and it aims to ensure objectives are reached by supervising and supporting the team in place. There are differences in the board's role, of course. In China, for example, the boards of state-owned enterprises do not select the leadership team. Rather, this is the job of the Central Organisation Department, the HR arm of the Communist Party, which also nominates key government leaders including ministers. But even in this environment, balance is key to quality decision-making, and with clarity of roles, is the essential element of governance.

Figure 2.3 The Governance DNA

Good decision-making at the top is the key to governance success, and the underlying force beneath the four pillars. The integrity of decisions is therefore particularly important. This can be reinforced by board members' independence, as well as by overcoming the various conflicts of interest that arise naturally in an organisational context. Diversity, having an open mind, and being able to combine a range of perspectives are vital for quality organisational decision-making in many contexts. But there is much more to a successful director than that. And this is what we explore in the next chapter.