Boards historically have two main functions: to monitor corporate activity and to provide strategic advice. If you ask directors, the far majority will tell you the fun part of the job is to provide strategic advice. There may be some real "board" nerds, who like to stay abreast of the minutia of the NACD's latest guide to this-or-that. But most directors are former executives who care most about business. 

Since the passage of Sarbanes-Oxley in 2002, the relative burdens of these functions have shifted a bit. Monitoring (in the form of the audit committee and compensation committee, for example) is now the top priority, while strategic advice has taken a back seat. When directors grumble about the job not being fun anymore, it usually has something to do with this shift. A group of academics has taken a look at these twin burdens in a paper called The Cost of Intense Board Meetings. 

Compliance Week summarizes it this way: "The bottom line, according to this paper: yes, zealous attention to monitoring does reduce the potential for corporate abuses, but it also undermines the value of boards' strategic advice and ultimately hurts company value. Worse, that effect is disproportionate--that is, the better governance you get from intense monitoring doesn't make up for the worse strategic advice that comes along with it." So the gain you get from better audit, compensation and nominating committees, for example, is not enough to outweigh the loss from the lack of strategic advice. 

This is an incendiary conclusion in some ways. It could easily be used to undercut the many efforts at enhancing board accountability. But does it have to be either-or? Can the board be good at both monitoring and strategic advice? One of the study's authors tells Compliance Week that there's a simple solution: add more directors to the board. That way you can "have plenty of independent directors on monitoring committees and still have enough heads left over to advise the CEO on various matters." 

Unfortunately, boards these days tend to be smaller. Cornerstone International has found that the "16-25 seat behemoths of 30 years past have given way to 10 or less directors on current day boards." Perhaps that needs to be rethought. - Jim