ARTICLES

• Taking Board Evaluation Beyond Simple Compliance:  Director Behaviour And Board Performance — Professor Bob Garratt
  
  Much of the current activity which passes for “Board Evaluation” is little more than a simple check on compliance.   Yet a moment’s thought shows that this must be nonsense because compliance is the professional role of the company secretary and legal counsel under the leadership of the Chairman.  If a board is not compliant then it cannot be evaluated effectively.  Compliance needs to be assured before board evaluation can start.  Compliance is necessary but not sufficient.  Sufficiency comes from the major evaluative focus being on board performance both around the boardroom table and on its subsequent effect on total business performance.  Many boards find such an approach too difficult and tend to fall into a low level of internal complicity based on the notion that if they can show they are compliant then “a quick word or two with the chairman” should allow them to stand before their owners at the AGM and state that they have done their duty of annual evaluation. 
  
  
• The Myth of the 'Anglo-Saxon Model' of Corporate Governance — Professor Bob Garratt
  
  In general, the US relies more on a "rules-based" approach while the UK maintains a more pragmatic "principles-based" approach to governance. In this article, Prof Garratt takes a look at the differences between corporate governance in the US and UK.
  
  
• How Understanding Company Law Helps Develop Director's Strategic Thinking — Professor Bob Garratt
  
  This essay, which appeared in the Journal of Business Strategy, argues that many directors are never inducted and developed into their board directoral roles. By not understanding their legal roles and tasks as a director, as distinct from a manager, they can rarely extract themselves for long enough to become skilled at thinking strategically, assessing risks, and taking wise decisions. The essay advocates the use of the Learning Board model, the Thinking Intentions Profile psychometric, reading newspapers and journals systematically and getting out more, as ways of creating the conditions in which strategic thinking can be developed effectively.
  
  
• Directors and Their Homework: Developing Strategic Thought — Professor Bob Garratt
  
  This paper makes the case for more systematic development of the strategic thinking or "meta thinking" competences of directors, as distinct from strategic planning. It reviews the historic development of the terms "governance", "directing" and "learning". It looks at the current political skewing towards board compliance through Codes, which are making the acquisition of strategic thinking skills more difficult, as well as the psychological blocks, both personal and organisational, which reinforce this. It proposes the development of "director's homework" as well as three ways of encouraging the development of director's strategic thinking: the encouragement of the use of "intelligent naivety", the development of divergent thinking styles, and the profiling of Thinking Intentions.
  
  
• Organisational Change, Learning and Metrics: Hard and soft ways to effective organisational change — Professor Bob Garratt
  
  This article explores the relationship between learning and change in organisations as complex, dynamic, socio-technical systems. Learning and change are caught in a cycle which when completed has moved the individual to reinforce existing or develop new values. All learning has a moral dimension whether for an individual, group or organisation. Ultimately, that moral dimension will be seen by the individual and others as good or bad. Learning requires an awareness of self, personal and external critical review and regular, conscious reflection.
  
  
• Effective Board Leadership: Organising and Running a Board — Professor Bob Garratt
  
  This paper, delivered at the Henley Conference in 2006, explores the seeming unreality of an outsider's views of the director's world from two perspectives. First, from the "compliance-based" view of boards and directors held by many legislators and regulators, nationally and internationally, that compliance alone is sufficient for effective corporate governance. Second, that all corporate governance happens only around the boardroom table. The paper attempts to show that both perspectives are not only wrong but that they are cumulatively killing effective board working and, in the long-term, effective wealth generation. Taken to the extreme it argues that crass implementation and political naivety could do more harm to capitalism than Karl Marx ever dreamed.
  
  
• Dilemmas, uncertainty, risks, and board performance — Professor Bob Garratt
  
  This paper argues that a deeper understanding of risk, uncertainty, governance and development allows more effective decision-taking in the boardroom. It argues that the role of the board of directors is to balance and rebalance continuously their irresolvable dilemma — "How do we drive our enterprise forward while keeping it under prudent control?" It argues that it is the board's role to focus on uncertainty, rather than risk, and this requires a different set of intellectual skills from board members to be able to cope with monitoring a range of diverse scenarios. This is crucial for a board to develop stronger ways of both leading their organisation and of ensuring the connectedness of the learning within and between the board and the operational unit's risk taking. To achieve this, a board must develop new ways of learning — especially of thinking strategically and becoming more sensitised to the dynamics of their changing external environments. This will take them well beyond the comforts of their specialist managerial disciplines and into the true world of directing.
  
  
• Board performance, not just board conformance — Professor Bob Garratt
  
  In this article, Garratt explains effective corporate governance as the exercise of the complex relationships between ownership, power, trust and anticorruption processes in the boardroom. To be effective it must be as much concerned with generating wealth for society (board performance) as about staying rigidly within the rules (board conformance). Board conformance is necessary but not sufficient. Sufficiency comes through the exercise of appropriate values, structures and processes in a board to generate added value for the owners, private or public, to achieve their purpose within the laws of their country. Garratt then explains his Learning Board Model which he has developed over the past ten years. This model covers the sequential flow of work for any board of directors, namely policy formulation/foresight, strategic thinking (not strategic planning), supervising management, and accountability.