Recognising and Handling of Conflicts of Interest
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Few people in governance roles do not occasionally encounter a conflict of interest situation. While as board members we have a fundamental obligation to act in good faith and in the best interests of the entity on whose board we sit, this can sometimes conflict with our personal interests or obligations. Whether we think we have a conflict is not the issue. Someone else's perception there could be a conflict is enough.
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 The Strategic Agenda
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For more than two months the North American and broader international membership of the BoardSource Linkedin Group has been engaged in an online discussion in response to a member's request for advice on a board agenda that helps steer the conversation towards strategy and away from operations. At the time of writing more than 200 members had offered or asked for advice on this topic. It is clearly something that is of considerable interest to many board members and also their chief executives. In this article we summarise some of the suggestions made and also draw on our own experience in addressing this question.
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 When There Is To Be a Leadership Transition Consider Appointing an Interim Chief Executive
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Chief Executive transitions are seldom smooth, orderly processes. With the exception of planned retirements, the need to replace a chief executive often occurs with little warning. This can be very disruptive. Consequently, boards often feel pressured and rush to find a permanent replacement. This greatly increases the chance of them making a poor choice.
Instead of the customary haste, boards faced with this scenario would do well to take a different tack. Slowing things down is counter-intuitive but the loss of a chief executive, even one who will be greatly missed, presents opportunities. One of these opportunities arises with the appointment of an acting or interim chief executive.
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 Can Chief Executive Failure Be Attributed to Board Shortcomings?
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Over the years my colleagues and I have been involved in many consulting projects involving board concerns about actual or prospective chief executive failure. (1) Thankfully, in some cases, we have been able to assist both board and chief executive to get back on a satisfactory course. This has not always been possible and in other cases, unfortunately, boards and their chief executives have decided parting was the only option.
A research project we undertook reviewed a number of these 'departure' situations. One of the most surprising conclusions was that, in each case, the ultimately culpable party was the board. Various actions (or a lack thereof) on the part of the boards concerned were the key elements that resulted in the supposed 'failure' of their chief executives.
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