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Designing a Board: Form Follows Function

Corporate governance begins with the board of directors, but designing the “right” board is far more complex than following a standard formula. In this episode, Doug Chia is joined by Steven Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP. Together, they explore why one-size-fits-all approaches to board design often fall short and what companies should consider instead. The conversation covers key decision points, including board leadership structure, the chair versus CEO debate, director independence, and the often-overlooked importance of multiple leadership roles within the board. Highlights 00:00 Intro 00:40 Meet the guests: Stephen Byeff and Ning Chiu 01:10 Setting the context: why board structure and composition are foundational to governance 03:40 The ongoing debate: combined vs. independent chair and CEO roles 07:30 Stewardship theory and the support for a combined chair and CEO role 12:10 The board as a multi-tiered leadership structure 17:50 Board size and its effect on governance outcome 21:20 The relationship between market cap and board size 24:50 Board refreshment and average tenure 32:10 Why term limits remain unpopular despite pressure for turnover. 37:10 The UK notion of board independence 40:30 The skills matrix approach 49:00 How US boards navigate the self-assessment of director independence 57:50 Proxy advisory firms and their influence