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MarchApril2004

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South Africa's King Committee on Corporate Governance that issued the 1994 King I Report and the subsequent 2002 King II Report. Board participation, King Governance Good seek ways to give students firsthand and, if possible, long- termlooks into board interactions and behavior.No student, intern, or lower-level employee will understand the implica- tions of good corporate governance unless he actually partic- ipates in the process, says Mervyn King, chairman of the audit committee to give a presentation in my class and they'll stress codes of conduct. But then I'll bring in a CEO and he'll say, 'I don't have two board members on my board living within 250 miles of each other because I don't want them talking to each other,'" says Shaw. "I don't think the world has changed, because the CEOs haven't changed. And we shouldn't be surprised; many of our strongest CEOs are not great advice takers." To cut through conflicting messages, educators might "I'll bring in a lawyer, or accountant, or member of an Apprentice directors would attend board meetings, read the board's papers, and discuss the meetings with the directors. After each board meeting, students and educators would King, to prepare students for both the strategic responsibilities ofmanagement and the reflective responsibilities of directorships. King suggests that business schools and corporations partner to offer students what he calls "apprentice" directors' positions. emphasizes, is not the same as management. The fact that man- agers are frequently made direc- tors with no transition between the roles, he believes, can often lead to executive-heavy boards characterized by poor gover- nance. "Being a director and being a manager are two differ- ent things. A manager's job is to carry out the strategic plan of the board; a director's job is to reflect on all the facts and make decisions," says King. "When a chap who's been a manager for years is elevated to a directorship, he thinks he knows everything. In fact, he's bloody hopeless." It's the educator's charge, says discuss how the board arrived at a decision and why. This proposal requires corporate boards to be willing to accom- modate students and share a portion of their interactions. Even so, such experiences would provide invaluable lessons in governance. "Students who spend a couple of years as apprentice directors," says King, "will be much better equipped when it's their turn to sit on the board than if they just walked in the door from an operational level." As important as board-management dynamics are to cor- porate governance, the issue goes far beyond boardrooms to all levels of an organization.Governance authorities urge edu- cators to take that into account as they work the issue into BizEd MARCH/APRIL 2004 29

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