MIT Sloan Management Review

Christoph Lueneburger, head of the sustainability practice at Egon Zehnder, the executive search and human capital advisory company, says that boards and executives are all talking about the issues that make up the sustainability conversation, “even if they’re not using the word ‘sustainability’.”

Executives are set up to fail when they are given one leadership mandate while others in the organization operate under a different, conflicting set of directives.

Companies have a number of internal and external conflict-resolution resources at their disposal. In addition, they should consider creating the new role of board ombudsman to mediate disagreements.

The modern corporation can be traced back four centuries to the formation of the Dutch East India Company, considered the first joint-stock company. On the other hand, democracy has been employed in different parts of the world for millennia.

Companies should evaluate an outsourced process on several dimensions and then tailor the contract accordingly.

Two views of board/CEO relationship persist. One is the common view that boards that are “entrenched” — or insulated from shareholder action — will ignore a struggling CEO to the detriment of shareholder interests.

Many companies have filled their corner offices with mediocre executives. A set of basic practices can help organizations avoid such a crucial mistake.

The practice of separating the two top jobs is common in the United Kingdom and elsewhere, but it is not necessarily an improvement over the U.S. model of combining the two positions.

Companies that are having trouble filling board positions should consider a new type of director: well-established professionals who devote all of their work, time and energies to corporate board activities.

Recent research relates the importance of corporate governance not to stockholders but rather to another important stakeholder: bondholders. Ever since spec­tacular failures occurred at previously well-regarded companies, the spotlight has shone on corporate governance activities as the means of preventing fraud and aligning management with shareholders’ interests.

Incoming CEOs at major companies are increasingly flaming out early in their tenures. But the blame for these costly and puzzling derailments cannot be placed solely on their shoulders.