What Boards Should Do, but Likely Won’t

Even when directors and managers are able to identify disruptive change, they rarely act on it. Yet directors have a fiduciary responsibility to ensure that the company is a going concern, to protect its assets, and to create long-term value for its stakeholders. They must exercise judgment on such critical dimensions as overall corporate strategy, risk versus reward, short-term versus long-term interests, effective oversight versus motivating management, ethical considerations versus market practices in different jurisdictions, and balancing the interests of competing stakeholders.¹ I refer to all these activities as strategic governance. Strategic governance doesn’t simply happen. In order for a