This morning on CBC radio I heard a snatch of an interview with someone who is teaching ethics to boards and CEOs of corporations. He described the old hands-off board which let their CEO's make policy decisions - their job - "letting the corporation go down the toilet, until one day they wake up and realize that they chose the wrong CEO".

The interviewee said that board of directors has three primary duties:

1) to decide direction and policy
2) to hire a CEO and other executive staff, to implement the direction and polices, and
3) to ask questions

One of the reasons that BC SPCA Directors who have quit, give for quitting, is that when they asked questions of the executive, they were told that it was none of their business. Another is that their direction and policy is not implemented.

(There is another important duty and that is a fiduciary duty. For as long as anyone can tell, perhaps for ever, the Board of Directors of the BC SPCA did not make sure that its executive produced the audited financial statements that the PCA Act, which governs the BC SPCA, requires.)

The interviewee mentioned other things that rang bells for me. Buddy Boards, and cronyism, where the same people sit on each other's boards.