Vignettes: Board Dynamics and Culture (B)

The realities of boardroom dynamics can often reveal a different story than how things appear on paper. Boards need the right dynamics and culture to effectively carry out their responsibilities. At their best, boards can catch budding issues before they negatively impact the firm and can partner with management to lead through change, like they did with Indra Nooyi’s transformation of PepsiCo. Given the dual mandate of boards to both monitor and advise management, how can boards strike the right balance? This case begins with a brief discussion of director and board performance, along with an analysis of the role of government regulation in promoting healthy board dynamics. Then you are asked to act as a consultant to evaluate the board dynamics and culture of three companies presented below in vignettes: GE, Theranos, and PepsiCo. The GE and Theranos vignettes focus on governance challenges, while the PepsiCo vignette focuses on a successful board–management partnership. The B case explores subsequent governance changes that were made at each company and allows for a discussion of governance evolution.