Research on the governance of U.S. companies in recent years suggests that company directors are more engaged as both shareholder monitors of management and strategic partners with management.
The concentration of assets among a relatively small number of large investors has enhanced the influence of shareholders on companies, and that has increased the vigilance of directors as monitors of management. At the same time, globalization and intensifying competition have increased the complexity and uncertainty of management decisions, and that has led executives to increasingly rely upon their board for strategic guidance.
These developments are likely to cause boards to place greater emphasis on recruiting board members who bring an ability to both monitor and partner with company executives. We are likely to see indications of both under new U.S. proxy rules requiring companies to report the experience, qualifications and skills that make directors and nominees qualified to serve on the board.
We can also expect that the monitoring and partnering role will continue to strengthen during the year ahead. The Sarbanes-Oxley Act of 2003 and the Dodd-Frank Act of 2010 include provisions intended to improve the monitoring function, and similar initiatives have been taken in China, India, the UK and elsewhere in recent years. Further globalization and intensifying competition in many countries are sure to strengthen the directors’ partnership function as well.
Directors’ simultaneous engagement in both roles, however, has generated a new source of tension in the boardroom.
As directors become more directly engaged as strategic partners, they run the risk of weakening their independent monitoring of company decisions since they have a more direct stake in the decisions. At the same time, the greater role of directors as monitors of management runs the risk of contracting the long-term horizons that strategic thinking among company executives would otherwise require.