انجمن های درگیر در تنظیم جهت شرکت ها: کارت امتیازی استراتژیک

Moves by regulators to drive governance reform have cascaded across the globe. The U.S. Sarbanes-Oxley Act and the U.K. Combined Code are leading examples. The article discusses how boards can contribute to strategic conversations and share responsibilities for strategic management with the CEO and top teams. We discuss how tools like balanced scorecards can align the focus of directors towards future opportunities and risks. It is suggested that boards adopt a strategic scorecard as implemented by CIMA1 to engage in strategy. This holistic framework provides a common language and structure for top-level decision-making and leads to enhanced performance for stakeholders.

Calls for improved corporate governance and more effective oversight by boards have sounded for decades. Concerns with the failure of boards to be involved in strategic decisions arose in the 1980s and earlier (Tashakori et al., 1983 and Mace, 1971). Recently matters have come to a head with the sad litany of well known and previously respected companies that engaged in over-aggressive and fraudulent accounting practices. Few directors can now be unaware of the potential for litigation by activist shareholders and regulators. To address the situation, regulatory reform has cascaded across the globe with the U.S. Sarbanes-Oxley Act and the U.K. Combined Code as examples. However, critics of Sarbanes-Oxley identify very high costs and other damaging unintended consequences of this Act (Lawler and Finegold, 2005). New securities business has increasingly moved from U.S. Exchanges to the City of London and its more lenient regulatory environment. Pressures for governance reform are now urgent. However, organizations of all types and sizes struggle to know how best to go about increasing the effectiveness of their boards. Change efforts typically focus on redefining responsibilities, new board structures and processes, new board appointments, and upgrading of knowledge and skills. But the issues of governance reform and how to define and measure board effectiveness are not simple (Allen et al., 2004). Research by Pettigrew and McNulty (1995) showed that the power of independent and non-executive directors to influence management actions is shaped by a complex interaction of structural and contextual factors. No plans for board reform can be successful unless barriers to change are addressed. CEO and senior management predictably resist dilution of powers they regard as their traditional prerogatives (Mace, 1971). Other barriers may be subtle, such as the reluctance of directors to appraise their own performance and needs for improvement (Stybel and Peabody, 2005). We believe that a powerful way to overcome barriers is to encourage boards to become more active in strategy conversations. This requires careful attention to redesign of strategy processes involving the board, and appropriate choice of methods for strategic planning. In this article we emphasize the importance of using the right tools for improving board effectiveness. We describe how strategic scorecards can be applied to facilitate better oversight and decision-making. This also necessitates supporting information systems and board education.

CIMA has proposed the strategic scorecard as a tool to integrate the decision-making process by balancing attention paid to conformance with corporate governance guidelines with consideration of improving company performance. This is accomplished by increasing board involvement in strategy. The strategic scorecard provides a framework for improving the quality of strategic decision-making and engaging the board more actively in a partnership with the top management team. It is an effective means of (1) empowering and actively engaging the board in strategic management, (2) helping to build capabilities of enterprise risk management, (2) improving narrative reporting, (4) providing a framework for operating and financial reviews, and (5) helping to evaluate the performance of top management and the board. We suggest it should be taken very seriously by all forward-thinking boards and CEOs concerned with improving their contributions to the affairs and success of their organizations.