Back to the Drawing Board

Book Review: Back to the Drawing Board by Colin Carter and Jay Lorsch

Dave Kinnear1-On Leadership, Book Reviews

Carter and Lorsch have noted that “around the world, scandals and company failures have provoked a storm of criticism and well-meaning reforms. In response, a variety of ‘best practices’ have emerged, but can such ad hoc adjustments fundamentally change the capacity of boards to provide good governance?”

I attended a Forum for Corporate Director’s meeting featuring Professor Lorsch from Harvard Business School – it was an outstanding morning filled with additional insights, confirmations, and new ideas concerning corporate governance. This excellent book extended that rewarding experience and will likely be a constant reference in my corporate governance work. Carter and Lorsch have extensive research (included in appendices) behind their suggestions for change in corporate boards. In a refreshingly clear writing style, they expose the gap between theoretical board design and the practical results of board design. Further, they acknowledge that these gaps cannot be closed completely, nor can they be legislated out of existence. Instead, as always, we must rely on the women and men who sit on boards to have a deep understanding of their mission, the boards mission, a commitment to integrity, and knowledge of the workings of their executive suite.

Back to the Drawing Board is laid out in a logical manner, and approaches this complex issue of properly designing boards in an equally logical manner. The face, head on, the issue of increased time and energy that will be required of new board members. The clearly address the issue of independent directors and squarely address the advantages and disadvantages of independent directors versus executive directors. They also address the concerns of the executive director who, in many respects is required to sit in judgment of her boss. Perhaps most refreshing is the concern that we not throw the baby out with the bath water, that we not think that Sarbanes-Oxley is the complete answer, and that we not expect a “one size fits all” board structure. Rather, we must do the hard work of defining a particular board’s role, redesign accordingly, and rethink the processes, practices and policies of our decision makers.

This book is a must read for anyone involved in corporate governance whether they are on a board, aspire to be on a board, consult to those responsible for corporate governance or are a member of the “c” suite. Thank you Mr. Carter (of the Boston Consulting Group) and Professor Lorsch (Harvard Business School) for this excellent work.

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