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I found the article, "Effective Director Dissent" by Professors Thain and Leighton to be very complete. Based on my own experience with boards of directors, the establishment of a climate of constructive discussion and dissent is critical to the directors' governance role. The article effectively sets out how director dissent can be extremely important and useful, while prescribing some approaches for both directors and chairpersons that recognize the reality of board dynamics. It would be useful reading for all boards of directors.
I have encouraged the directors of my company to test my management team when presentations are made to the board. We also attempt to ensure that every major issue is discussed at least twice at the board level, once at its early stages to surface any initial concerns that may exist and, second, at the final recommendation stages where a more detailed discussion is held.
In addition, the availability of useful information to the board of directors is key. Provision of such information in advance of major decisions and the tailoring of such information to reflect the key performance indicators of each business are extremely valuable to any director in exercising his or her responsibilities.
Let me reiterate my support for the thesis offered by Professors Thain and Leighton, that is, that the best boards, and consequently the best results from a shareholder's point of view, are those in which directors are encouraged to discuss and question the strategies and major decisions put forward by management.
Marshall Cohen President and CEO The Molson Companies Limited
I have read "Effective Director Dissent," by Messrs. Thain and Leighton. Much is written on corporate governance these days. This is one of the better ones I have seen, and I find little with which I disagree (not enough dissent!).
Yes, dissent is the most important duty of directors, and yes it must take place in an atmosphere of creative tension. But what makes it so difficult is the fundamental fact of life that any organization is a group of people helping one person to do a job. Directors are just as much part of that group as employees.
Thus it inevitably comes to pass in this fast-moving world that, with the best of goodwill and intention,...