Robert Lear belongs in the boardroom Hall of Fame. Recently retired from Columbia University, retired chair of Schaefer Corp., and chairman of the advisory board of Chief Executive magazine, Lear holds wide respect as a good governance writer - and practitioner. He offered some good observations on what boards do right and wrong.
"One of the biggest boardroom headaches I've seen is when the company presents a full agenda with no room for discussion. You have 2 hours of slides and presentations, and you've received 20 pounds of reports the day before the meeting, so there's no time to digest it. This happens all the time."
"Full participation on all items is vital, with no one afraid to tell the CEO he's wrong. This means good board quality, with a balance of understanding in markets, finance, technology, research, and the operations of a company. You can't get this discussion if you have two or three large shareholders represented in the boardroom dominating the conversation."
"I hate getting the agenda five minutes before the meeting. You need time to call in and ask questions. Otherwise, there are too many hurried situations. Having material ready for the meeting is an overall problem. They'll say, 'We're sorry, we don't have it done, and old Joe even stayed up all night to get it finished."
Lear sees this dollar-short-and-a-day-late board information problem as most common - and serious - during mergers. "When an acquisition is under way, things are changing up to the last minute, so there's some reason for it. But the board has a thousand questions, yet it can't get a clear picture, and the result is some of the great mistakes that happen during acquisitions."