The author argues that current corporate government legislation and practice is weighted too much in the direction of "board compliance." It is, therefore, in danger of reducing the risks taken by boards of directors. In the long term this could slow significantly the growth of capitalism. He proposes a rebalancing of the fundamental board dilemma--how to strike a dynamic balance between driving the enterprise forward and keeping it under prudent control--in favor of "board performance" and raising the competence of "Mega-thinking" on the board. This requires integrated board developmental activities so that their directorial accountabilities and liabilities are differentiated from the executive's, and that the requirement for rigorous strategic thinking has total commitment. Often fear and irritation by newly-promoted executives has to be overcome here. The author introduces the "Learning Board" model and its associated annual rhythm for a board's year. Three approaches to developing strategic thinking are discussed including the Thinking Intentions Profile, and an updated version of the PPESTT analysis. (Contains 2 figures.)