CS Advanced Level
Boardroom Dynamics flashcards
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What are the three phases of board evolution?
Ceremonial board: largely passive, rubber-stamps management's decisions. Liberated board: has gained genuine independence and oversight capability, but is not yet fully proactive. Progressive board: engages actively as a strategic partner to management, contributing insight rather than only oversight.
How does a unitary board differ from a two-tier board, and which does Kenya use?
Unitary board: a single board bringing executive and non-executive directors together. It is the model Kenya's Companies Act, 2015 and most Anglo-American systems use. Two-tier board: a supervisory board (non-executive, oversight) separate from a management board (executive), common in Continental European systems.
What are the three types of board diversity?
Demographic: gender, age, ethnicity and similar visible characteristics. Cognitive: thinking style, professional background and problem-solving approach, the type most directly linked to better decisions. Experiential: career path, sector experience and life experience.
Which three psychological forces explain most of what goes wrong in a boardroom, and how is each countered?
Groupthink: drift towards consensus over accuracy. Counter: assign someone to argue the opposite case, take the chair's view last, record dissent. Risky shift (group polarisation): the group settles on a more extreme position than members held alone. Counter: each director states a position before discussion converges; test against a downside case. Escalation of commitment: reluctance to abandon a course already backed. Counter: pre-agreed review points with exit criteria, reviewed by someone not party to the original decision.
Name the five cognitive biases the guide lists for board decisions.
Groupthink: pressure towards consensus that suppresses dissent. Confirmation bias: favouring information that supports an existing view. Anchoring: over-relying on the first piece of information encountered. Overconfidence: overestimating the accuracy of the board's own judgement. Halo effect: letting a good impression in one area colour judgement of an unrelated area.
What is the difference between debate and dialogue on a board?
Debate: an exchange aimed at winning, one view prevailing over another. Dialogue: an exchange aimed at mutual understanding and jointly building insight, generally more productive for genuine board deliberation.
What are Schein's three levels of culture?
Artifacts: the visible, surface elements, such as meeting formats, dress and how the boardroom is arranged. Espoused values: the stated beliefs and principles the board claims to operate by. Basic underlying assumptions: the deepest, often unconscious beliefs that actually drive behaviour. Genuine culture change must reach this level.
What is a consent agenda, and why use one?
A group of routine approvals taken together without discussion, unless a director asks for an item to be lifted. It protects meeting time for the matters that need discussion.
Where does the governance professional's influence over the board come from, given they are not a board member?
From expert power and trusted relationships, not formal authority. The secretary advises the chair on meeting design, agenda focus and board process, and must stay neutral and serve the whole board without overstepping a non-voting, advisory role.
What are the three methods of board evaluation, and how do they compare?
Self-assessment: the board evaluates itself, usually by structured questionnaire. Low cost, potentially less objective. Peer evaluation: directors assess each other's individual contribution. External facilitation: an independent third party runs it. More rigorous and objective, and more costly.
What is boardroom dynamics?
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What are the three building blocks of a progressive board?
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What did the Maxwell, Enron and Barings failures each change in governance?
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What principle does Re Barings plc (No 5) establish about delegation?
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How do governance codes shape board behaviour?
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What duty of care did Re City Equitable Fire Insurance Co Ltd set out, and why does it matter to codes?
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What ideal board does each governance theory imply?
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What is the trade-off in choosing board size?
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Why does a board use standing committees?
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What does Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame decide about the board and the members?
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What principle does Howard Smith Ltd v Ampol Petroleum Ltd establish?
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How do director competencies differ from personal characteristics?
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Why does diversity without inclusion tend to fail?
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What influences the diversity of a board?
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How can an organisation actively promote board diversity?
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What did Bushell v Faith decide about removing a director?
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Why do boards have group dynamics different from an ordinary work team?
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What is the difference between board team processes and board team outcomes?
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What is behavioural agility in a board?
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Which decision-making tools help a board counter bias?
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What is an adult-to-adult conversation in transactional analysis?
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What are the components of emotional intelligence, and why do they matter to directors?
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How does task conflict differ from relationship conflict?
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How can a board keep disagreement on the task and off the person?
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What is board culture, and how does it change?
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Which of Hofstede's cultural dimensions does the guide apply to boards, and when do they matter most?
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What does Dorchester Finance Co Ltd v Stebbing say about non-executive directors?
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Why does the order of items on a board agenda matter?
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What should the governance professional insist on in board papers?
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How do face-to-face and virtual board meetings compare?
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How can the governance professional influence board dynamics positively?
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What did Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd decide about the company secretary?
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What is a skills matrix, and what failure does it counter?
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What should a proper induction for a new director cover?
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What does Southern Foundries (1926) Ltd v Shirlaw teach about removing a director?
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What does Re Halt Garage (1964) Ltd say about director remuneration?
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How does evaluating individual directors differ from evaluating board dynamics?
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What are French and Raven's five sources of power?
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What is the difference between power and influence, and what does leading with power mean?
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How should you approach a boardroom dynamics case study?
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How have governance codes changed in what they address?
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Which aspects of board dynamics do newer governance codes address explicitly, and why?
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What do codes increasingly expect a board to evaluate about its own human capital?
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Which areas of diversity does the guide list as mattering to boards?
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What does the evidence on board diversity actually support, and why is that the stronger argument to make?
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Why should a board evaluate diversity outcomes rather than only state diversity intentions?
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Where does board diversity meet the law, and what tension arises there?
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What is board resilience, and how does director well-being feed it?
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Why does evidence-based decision making depend on the board's information architecture?
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Why should a board be aware of its directors' different decision-making styles?
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How can a well-informed board still make a poor decision?
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How does the board's own culture relate to the culture of the wider organisation?
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Beyond the agenda, which physical and attendee features of a meeting shape board dynamics?
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What does it mean for a governance professional to apply the theory of boardroom dynamics in practice?
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What ethical tension does the secretary face on seeing favouritism or exclusion on the board?
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In board talent management, who owns the decisions and what does the secretary do?
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What ethical dilemmas can board talent management raise?
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How can the corporate secretary act as a consultant to the board during evaluation?
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A listed company wants the most rigorous, objective board evaluation available and can afford it. Which method fits, and what is the trade-off?
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Why does handling power on a board need both science and art?
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Why must corporate politics be managed deliberately when leading strategic change?
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A new director with deep technical expertise is regularly deferred to despite holding no formal seniority. Which power source is this, and how does it differ from referent power?
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What dynamics problems does a typical boardroom case study describe?
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On what idea does the boardroom dynamics paper close?
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A board approves a major acquisition in one meeting with no objection; later several directors admit private reservations. What is at work, and what should change?
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A chair of twelve years dominates every agenda and discussion. What is the risk, and what response fits?
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