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Author Topic:   Board Committees
John Carver
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posted March 12, 2002 07:19 AM     Click Here to See the Profile for John Carver     Edit/Delete Message
Lynn,

I’m eager to see the book, too! We are just completing review of the copyeditor’s work now. The book goes to page proofs in a couple of weeks. The heightened interest in corporate boards should make reception good when the book comes out in July.

Pity about the audit committee issue. Since audit committees are now typically all outside (UK: non-executive) directors (they haven’t always been!), they are more independent than the board of which they are a part. Consequently, as you say, they are more capable of governing well than the whole board is. Interesting inversion, isn’t it? The problem, of course, is that the board—not really being in control, nor having the composition to be in control with independence—is too conflicted or too impotent to deal with an underperforming audit committee (look at Enron). Moreover, to the extent the audit committee itself actually imposes criteria on management, it may act with competence, but it does not act with legitimacy.

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Lynn Walker
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posted March 10, 2002 07:10 PM     Click Here to See the Profile for Lynn Walker     Edit/Delete Message
John,

I'm eager to see your and Caroline Oliver's new book on Corporate Boards. I have found a recent heightened interest in how to create accountability from Corporate Boards, but most of this is coming from audit committees. Although, there are more true Policy Governance(R) approaches, these audit committees are receptive to using limitations as a tool to better do their job. In some cases, they have been given enough authority to function as a super-ordinate body to the Board, which would allow them to actively use the concepts of Policy Governance(R)

These Audit Committees have an opportunity to intercept the common practice of having the board be supporters of the CEO rather than the supervisor. These individuals tend to have more independence from the Board and the CEO, and see their role more as "real" governance.

[This message has been edited by Lynn Walker (edited March 10, 2002).]

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John Carver
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posted May 13, 2000 07:40 PM     Click Here to See the Profile for John Carver     Edit/Delete Message
Please use this topic "thread" for discussion of audit, executive, compensation, and other potential board committees.

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