In the aftermath of seismic debacles like those that toppled Enron and WorldCom, corporate boards have been shaken up and made over. Most of the changes are primarily structural and don't go to the heart of a board's work: making the choices that shape a firm's future. Which decisions boards own and how those calls are made are largely hidden from the public. As a result, boards are often unable to learn from their counterparts at other companies. In this article, Michael Useem pulls back the curtain and provides an inside look. Drawing on interviews with board members and executives at 31 companies, along with a close examination of three boardroom decisions, the author identifies several formal processes that can help companies improve their decision making: creating calendars that specify when the board and the standing committees will consider key items; drafting charters that define the decisions committees are responsible for; and developing decision protocols that divvy up responsibilities between directors and executives.
From the November 2006 issue of Harvard Business Review.