Harvard Business Review vient de publier un excellent commentaire sur les attentes irréalistes exercées sur les conseils d’administration par les actionnaires, les autorités réglementaires, les investisseurs institutionnels et le public en général.
(1) La plupart des administrateurs sont également impliqués dans plusieurs autres fonctions de direction ou d’administration dans d’autres organisations.
(2) Les administrateurs ne doivent pas se mêler directement des affaires de la direction des entreprises.
(3) La complexité des grandes entreprises est telle qu’il est impossible pour un groupe d’administrateurs se réunissant environ dix fois par année de bien jouer leur rôle de surveillance.
Les auteurs suggèrent trois moyens pour lever, un tant soit peu, les barrières qui restreignent l’efficacité des administrateurs dans l’exécution de leurs rôles et responsabilités.
Je vous invite à prendre connaissance des conclusions de leur étude publiée dans Academy of management Annals.
Bonne lecture !
One of the key functions of a board of directors is to oversee the CEO to ensure that shareholders are getting the most out of their investment. This idea has led to regulation such as the Sarbanes-Oxley Act (2002), as well as requirements by the NYSE and NASDAQ that boards have a majority of independent directors and that members on the audit committee have financial expertise. Such rules rest on the premise that if we can just structure the board properly, management misconduct can largely be prevented. But is this a realistic expectation for directors? Maybe not.
Over the past few years there has been a growing gap between what shareholders and regulators expect of boards and what academic research shows they are capable of. For instance, consider what it means to be a director of a company like General Electric. GE states, “The primary role of GE’s Board of Directors is to oversee how management serves the interests of shareowners and other stakeholders.” However, GE’s annual revenues last year were $117 billion, and it had over 300,000 employees. The company provides services in a myriad of industries, such as health care, water treatment, aviation, and financing.
Taken together, much of the research we reviewed shows that these barriers are so prevalent and significant that consistent monitoring just isn’t very likely. Even when boards are filled with capable, motivated directors, we believe that there are simply too many barriers that prevent them from effectively protecting shareholders. In order to gain the full value from a board, we believe that shareholders and regulators need to focus on what boards can do, and then recalibrate their expectations.
First, we need to stop blaming boards for every failure. Too often the press, shareholders, and legislators blame corporate governance failures on directors, suggesting are unmotivated or unwilling to do their job properly. This was illustrated in 2012 when Groupon’s board came under fire for the company revising its earnings. JPMorgan Chase directors were similarly criticized for not preventing a $6 billion trading loss in the company’s investment office back in 2013.
Boards can do a better job in some cases, but these types of criticisms are often misguided. We have found that most directors are hardworking and capable — they’re just placed in a context that makes it virtually impossible for them to do what is expected of them.
Second, we need to focus more on boards’ ability to provide expert advice to CEOs based on their significant knowledge and experience. Board members often are able to provide insights that top executives may not have considered. Going back to GE’s board, most of the directors have expertise in a specific industry and can therefore draw on that experience to connect managers to external resources and knowledge that can benefit the firm. In addition to providing expert advice, boards can take a much more active role in guiding firms during times of crisis, such as when a CEO is being replaced, when the company is in financial distress, or when there is a significant merger or acquisition under consideration.
Third, if shareholders and regulators insist that boards must monitor, then we need to do a better job of removing the barriers in their way. For instance, if external job demands make it impossible for a director to devote enough time and mental energy to their duty as a director, perhaps we need to change our perception that the best directors are active CEOs of other firms. Maybe we also need to work to promote cultural change within boards through increased sharing of information and by using technology to allow them to meet more frequently.
Boards can and do play an important role in the success of companies. Instead of criticizing them for not meeting impractical expectations, we should value them sharing knowledge, providing advice, and lending legitimacy to firms by virtue of their reputations in the industry.