Maybe the question here is not so much "should board meetings be recorded" but rather what effect does recording have on board effectiveness?

Leaving aside the legal considerations, which are important, one might argue that if  full and frank discussions cannot take place, then decisions might be different to those had that information been presented. I suspect that a board member might be reluctant to discuss in a full and frank manner if he/she believes that those words may lead to either legal, personal of industrial implications. This may impact outcomes. As official minutes are generally santised, such problems occur much less frequently in a purely written form. Therefore I have no doubt that in many instances, recordings may hinder board effectiveness.

The other context is when a board takes poor minutes and has experienced many disputations about what was actually said and agreed at a meeting. Recordings may certainly help corporate memory but may hinder personal contribution for reasons mentioned.

I feel however, that verbal presentations made to the board by non-board executives might be recorded because the entirety of the presentation is the "evidence" upon which the board relies, deliberates on and uses to resolves matters. Opinions, comments and other statements made by executives in support of a view are important to the resolution of the issue in hand. The problem with this however, is that honestly in such statements may also be stifled as with board members. The fear of "retribution" within the organisation for honest (but not necessarily accurate) statements is a real influence on subjective decision-making.

1. How far or deep can a board of directors get involved in judging or influencing the leadership style and the leadership activities of its CEO?

The answer of course is that "it depends." Let us accept firstly the premise that a board appoints its CEO to fulfil certain tasks and to achieve certain outcomes. If the board is rational and competent, it determines the leadership and management skills and attributes needed to satisfy the board's objectives and appoints the best person it can afford who possesses those attributes to the rol. The reason is because such an appointment lowers appointment-risk and increases the likelihood of successfully achieving that which was intended.

Of course, if the board doesn't behave rationaly or competently, then the appointment may be sub-optimal or fail.

When we talk about "leadership and management skills" we inevitably include leadership style and "activities" or management practices. These too vary with the context.

The leadership style required for a predominantly "left-brain" organisation is different to one which is predominantly right-brain. Similarly, what you do and how you do it, from a leadership perspective, will vary, for example depending on whether you are changing an organisational culture, process or other corporate attribute very quickly or slowly (i.e. "big bang" change versus "continuous improvement".) Management style for revolutionary change is quite different to a "steady as she goes" type of change agenda.

To each of these myriad of contexts is applied a "management style" that will work best in that context.

If the CEO doesn't posses in his/her skill-set an ability to apply the optimal "style" then a sub-optimal outcome will occur. Sometimes this sub-optimal/dysfunctional approach can be very painful for an organisation.

The board's role, among other things, is to monitor CEO behaviour and performance. If sub-optimal leadership strategies are being applied within the orgaisation, the board, through the Chairman, should discuss the matter with the CEO in order to understand the issues: why did the CEO use that technique; is the CEO aware of the ramifications of that chosen technique; is the CEO capable of utilising the optimal strategy, etc

If the CEO doesn't satisfy the Chairman/board that they will/can remediate the situation in an acceptable time-frame, then the board may consider this one of the triggers that starts a search for a new CEO.

Remember that a CEO is meant to be "an expert" in dealing with and satisfying the challenges facing the organisation and for which that CEO was appointed. Board "involvement" and "influence" should only be applied when warranted, and that is a very subjective decision.

Unless the board is mature and knowledgable, then they too may misjudge the situation and impose themselves unjustifiably on the CEO when he/she is quite capable of handling the issues.

2. To what extent HR matters ( usually the domain of the CEO) can be treated on board level? 

The importance of HR will vary depending on the corporation, what it does and how it does it. I don't know of any company however that doesn't require people - so the importance of HR, culture, industrial relations, and so on will vary depending on context.

When the management of HR or HR-related issues threatens to destabilise the company, force the company to take on unjustified risk or expense, or when the issue threatens to  tarnish the company's reputation and ability to sustainably transact its business; then the board must interfere to ensure suitable remedies, strategies or solutions are in place. That doesn't mean that the board has to do it, but rather that it is done. If internal staff can't do it, then it's the board's responsibility to ensure that competent outsiders are brought in to "fix it".

3. What are tasks of board committees?

Each board committee (e.g. Audit, Finance, etc) has its own "agenda", own timelines, and its own objectives. The tasks therefore vary depending on those variables.

4. In what way is CEO to be involved in choosing his own successor etc?

It will vary from context to context. If the CEO has been successful, respected and is, say retiring on good terms or has been head-hunted into a new prestigeous role, then I suspect he/she will be actively involved in their own replacement.

If on the other-hand the incumbent has failed in his/her role, why would a board seek his/her involvement in the replacement?

One needs to differentiate between succession planning and the triggers that activate the plan.Normally, the concept of succession planning applies to senior management and not just the CEO.

Therefore, it is often a plan drawn up by or under the auspices of the Head of HR or equivalent or an external specialist. The plan is ultimately presented under recommendation to the board for review, amendment and ratification.

All corporations of any significance (i.e. employee numbers) should have a robust succession plan that is reviewed regularly.

The issue is then "what are the triggers that activate the plan" relating to, in particular, the CEO, the CFO and perhaps the Company Secretary.

Some of the triggers might include:

- unexpected resignation of the incumbent
- failure to achieve individual KPO for which the incumbent is responsible
- failure to deal adequately with a situation that the incumbent should have dealt with more effectively
- an incumbent's indiscretion, dishonesty, unethical behaviour, or similar
- foreseen milestone, such as age retirement
- premature or unexpected incident such as illness or accident

The succession plan should not only elaborate and identify individuals, but also processes that need to be implemented in the event that the plan is activated for any reason. In all probability, the plan will vary depending on the role. For example, the search for a CEO may be "in private" (i.e. a head hunted role) versus open advertising for other roles. Also the preparation for replacement may occur while the incumbent is still in the role.

In today’s paper (http://www.theage.com.au/victoria/saddams-music-teacher-jailed-over-robberies-20120120-1q9gc.html) The Age reported that a man was jailed for robbing two elderly women aged 87 and 60.

No argument with the 87 year old, but I am 61 and feel that I am in the prime of my life – and certainly not “elderly”. We “mature” adults are to life what a good aged red is to wine; what ripe fruit is to delicious eating; and what experience and a meaningful life’s journey is to wisdom, mentorship and good counsel.

A polite and gentle retraction would be appreciated from the Editor.

It’s hard enough to get through to those “youngsters” in their 20’s and 30’s who think that one’s 50^th birthday automatically triggers a “factory reset” of their intelligence and experience. We really don’t need The Age newspaper reinforcing those discriminatory attitudes.

The "only performance report" that matters is the one that reports to shareholders the extent that the corporation has lawfully and ethically delivered shareholder objectives against the criteria of "value", "benefit", "growth" and "risk".

And the only way a board can know what those objectives are is to ask ALL shareholders.

Not only don't corporations ask ALL shareholders but they use institutional (big investor) objectives as a proxy for all shareholders. Research has demonstrated that this assumption is false.

If you ask directors/managers to developed an internally generated performance report, then you will get a subjective presentation of what suits directors and managers and justifies their positions - and not what shareholders consider important or want.

A cynical view - perhaps - but many directors have demonstrated over an over again that they make decisions in their own interest rather than that of shareholders.