Bridging Board Gaps: Report of the Study Group on Corporate Boards is a thoughtful report produced in 2011 by a group of directors, business leaders, academics and former government officials that provides analysis of, and suggestions for tackling, board governance challenges. Although the report was drafted with operating company boards in mind, many of the concepts are directly applicable to the mutual fund board room.
The report posits that gaps exist between what boards can do and what some actually do, and thus it provides recommendations to "show how boards can fulfill their potential in various critical areas." The report discusses corporate governance challenges in seven core areas: purpose, culture, leadership, information, advice, debate, and self-renewal. For example, in the core area "debate," the executive summary reads:
"Chairs should foster an environment of discussion and debate, recognizing the benefits of disagreement and dissent, when necessary, in achieving better decisions.
- As a Chair, encourage constructive skepticism, debate, disagreement, and, when necessary, dissent.
- As a director, speak your mind and ask questions.
- As a board, build a culture of candor and trust."
The drafting group was chaired by Charles Elson, who chairs the Center for Corporate Governance at the University of Delaware; Glenn Hubbard, dean and professor of finance and economics at Columbia University's Business School; and Frank Zarb, senior advisor of Hellman and Friedman, non-executive chair of Promontory Financial Group and former chair of the National Association of Securities Dealers.
The complete report can be found here: http://www.glennhubbard.net/images/stories/pdfs/bridging_board_gaps.pdf