Board Governance for the Twenty-First Century

摘要

As we move toward "third wave" corporate governance, reformers are correct to focus on improving the effectiveness of corporate boards. Activist shareholders press for fundamental change, and boards cannot remain passive. Nor may boards take a hands-off approach to social, ethical, and environmental matters, merely complying with minimum standards in state and federal regulations. In the best-managed firms, CEOs will partner with directors who are informed, independent thinkers capable of fulfilling their role in strategic and ESG corporate identity formation. There will be clearer expectations surrounding board time and participation, and greater institutional support to help directors obtain the information they need to make a difference. "What are the core com- parative advantages of this enterprise?" directors will ask during strategy formation and evaluation. "How can we raise the level of ethical and environmental stewardship here, to inspire our stakeholders?" boards should ask in concert with their CEOs. These kinds of partnerships cannot realistically be effectuated between a CEO and a BSP. Still, Bainbridge and Henderson should be applauded for authoring a serious treatment of one of corporate law's most pressing issues. Will reformers, inside their firms and beyond, commit to structural improvements that will help boards govern? We hope the answer is yes.