Corporate Governance and Chairmanship: A Personal View

Sir Adrian Cadbury, in this modest but persuasive book, praises the Anglo-Saxon unitary board over the German two-tier model, but he sees significant differences in the way American and British boards operate. There is little doubt which he thinks is more effective. On American boards, he says, the CEO is normally in charge, supported by the board. In Britain, the board is unquestionably in charge. “It is essentially a collegiate body reaching its decisions by consensus, and the CEO reports to it,” he writes.

Sir Adrian’s account of how a well-run board should operate is the best there is. He writes mainly for boards structured British-style, with a mix of senior executives and outsiders and with an independent and usually part-time chairman. The author has a tip for solving every quandary, whether it is what to do when the chairman disagrees with the finance director about a proposal coming to the board, or how to get rid of a chairman who is no longer up to the job. [strategy+business Annotation]

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