The nominally independent board of directors is in fact often dependent on management for information. But new pressures on companies, more cooperative approaches and new technologies can render directors increasingly effective as evaluators and advisers.
Managers and directors alike face tough choices as they decide on the quality and quantity of information that the board receives and uses in its governance and fiduciary roles. As the fallout from recent crises such as the subprime mortgage debacle illustrates, both sides must address the problem of “information asymmetry” — the gap between the information available to management and to the board. The authors’ research suggests that tomorrow’s boardroom will be reshaped by three related forces: First, they face a thorough rethinking, brought on by concerned stakeholders, of directors’ information needs. In responding to these pressures, boards and management must overcome several impediments: caution about altering the dynamics of the present manager-director relationship; directors’ lack of needed skills for interpreting the new information; and the inertia of cultural norms.
Second, they face dramatic improvements in the performance assessment approaches used to guide boards’ decision making. The core of a healthy information relationship between managers and directors is their agreement on the most useful performance metrics to track and assess. This selection enables the building of trust and an eased and more pertinent workload for the board (having been freed from the need to decode reams of data while also gaining some independence from management’s sometimes self-serving evaluations).
Finally, boards and managers face the adoption of technologies that support critical board functions. Once access to such information is granted, new technologies can help directors obtain and use it. Board members may apply tools that, for example, enable improved visualizations and helpful alerts. And directors may engage in electronic “what-if” analyses, using company data as well as outside information — related, say, to competing firms — which is becoming increasingly available online.