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Designing a Board: Form Follows Function

Show Notes

Corporate governance begins with the board of directors, but designing the “right” board is far more complex than following a standard formula. In this episode, Doug Chia is joined by Steven Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP. Together, they explore why one-size-fits-all approaches to board design often fall short and what companies should consider instead. The conversation covers key decision points including board leadership structure, the chair versus CEO debate, director independence, and the often-overlooked importance of multiple leadership roles within the board.

Highlights

  • [00:40] Meet the guests: Stephen Byeff and Ning Chiu
  • [01:10] Setting the context: why board structure and composition are foundational to governance
  • [03:40] The ongoing debate: combined vs. independent chair and CEO roles
  • [07:30] Stewardship theory and the support for a combined chair and CEO role
  • [12:10] The board as a multi-tiered leadership structure
  • [17:50] Board size and its effect on governance outcome
  • [21:20] The relationship between market cap and board size
  • [24:50] Board refreshment and average tenure
  • [32:10] Why term limits remain unpopular despite pressure for turnover
  • [37:10] The UK notion of board independence
  • [40:30] The skills matrix approach
  • [49:00] How US boards navigate the self-assessment of director independence
  • [57:50] Proxy advisory firms and their influence

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Designing a Board: Form Follows Function

Corporate governance begins with the board of directors, but designing the “right” board is far more complex than following a standard formula. In this episode, Doug Chia is joined by Steven Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP. Together, they explore why one-size-fits-all approaches to board design often fall short and what companies should consider instead. The conversation covers key decision points including board leadership structure, the chair versus CEO debate, director independence, and the often-overlooked importance of multiple leadership roles within the board.

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