Board Advisor LLC founder Beverly BehanBeverly Behan, a lawyer and founder of Board Advisor LLC, recently shared insights culled from her governance work following the publication of her 2011 book, “Great Companies Deserve Great Boards: A CEO’s Guide to the Boardroom.”

Keynoting the Distinguished Corporate Governance Speaker Series (DCGSS) of the Institute of Corporate Directors (ICD), Behan said the best directors play both the “watchdog role” and the “sounding board role” to help companies succeed. “A board needs to serve as a watchdog for shareholders and a sounding board for management.”

As watchdogs, directors focus on corporate oversight, approve management’s decisions and actions, challenge management’s assumptions and raise challenging and sometimes difficult questions. As sounding boards, they focus on partnering with management, provide advice, counsel, guidance and mentoring to the CEO and senior management, and facilitate business introductions.

She outlined eight components of board building that must be examined and regularly evaluated to continually improve the performance of organizations: board composition, board meetings and agenda, board information, board committees, board leadership, board dynamics, board-management relationship, and board processes.

In the Philippines, the board of directors of publicly listed companies is mandated to conduct an annual self-assessment of its performance, including the performance of the board chairman, individual members and board committees. Every three years the assessment should be supported by an external facilitator, according to Securities and Exchange Commission (SEC) Memorandum Order No. 19.

Speaking at the same event, former ICD CEO Ricardo Nicanor Jacinto discussed aiming for a “dragonfly perspective” to improve decision making at the board level. This means being able to view issues from all angles, just like the dragonfly that can see 360 degrees around it because of its compound eyes that contain up to 30,000 facets.

The dragonfly perspective can be achieved by adjusting for wrong information, overcoming biases and fallacies, and encouraging skepticism, debate and diversity of perspective.

ICD’s quarterly DCGSS meets the annual requirement for the continuing training of company directors mandated by the SEC.(Story/Photos by: Carla Paras-Sison)

Former ICD CEO Ricardo Jacinto