In reality, a board exercises that power and authority under its direction by delegating to others, principally to officers and senior management. In fact, almost every state s corporate statute requires a corporation to have officers to whom the board delegates. Most states corporate statutes reflect this reality by entitling the board as well as individual directors to rely upon information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by officers or senior management. A number of institutional investors and business or professional associations with experience or expertise in corporate governance have issued polices or guidelines for board responsibilities. And look how well it is operating today in government, with recurring conflicts between the President and Congress nationally and among the Governor, the State Assembly, and the Supreme Court in various states.
Most businesses have enough competition externally without creating competition internally.
It fosters an adversarial relationship between the board and the chief executive officer or senior management. Growth in revenue and net assets cures most ills. It results in a competitive disadvantage because decisions are debated rather than timely made. In today s competitive environment, businesses must be able to timely respond. It tends to deny access to resources and reject new ideas.