Stout: If You Don’t like the Output, Check the Input

If you don’t like the output, check the input.

As in – who is on your board of directors?

John Stout wants to know.

Stout a partner at Fredrikson & Byron in Minneapolis.

He’s also chair of the Corporate Governance Committee of the American Bar Association’s Business Law Section.

And on November 16, 2012 at the Ritz Carlton in Washington, D.C., Stout will be moderating a panel on corporate governance as part of the fall meeting of the ABA’s Business Law Section.

Participants include Alexandra LaJoux of the National Association of Corporate Directors, Phillip Armstrong, head of the Global Governance Forum, International Finance Corporation, and James Kristie, editor of Directors & Boards Magazine.

Stout believes that board composition is the core of good governance and poor governance.

“Boards which lack a thoughtful, balanced composition have been passive in the face of strong management, overly deferential to management, shareholder- or finance-centric, lacking in their understanding of what it means to be a fiduciary, poor at shareholder and other stakeholder engagement, blind to conflict of interest issues and consequences, and underperforming in management, risk and culture oversight,” Stout wrote recently. “To be sure, there are examples of excellent board performance, but in too many instances boards have failed to protect and serve the best interests of companies, failures which I ascribe to poor board composition.”

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