Lead Director = Chief Process Leader
By Eve Tahmincioglu

In the The CEO’S Boss:  Tough Love in the Boardroom published in 2010, Columbia Business School management professor William Klepper, predicted that “lead independent directors will become the chief process leaders of their board.”

So what happened?

I contacted Klepper recently to get his take on the lead director-and-CEO relationship given our package for this issue is focused on “CEO Maintenance.”

The lead director, he says, should play a key role in CEO maintenance and essentially be the chief process officer.

The lead independent director is the one who keeps the lines of communication open with CEO, giving them feedback and support for the things they need to do to be more effective, he explains.

The lead director, he continues, “is the articulator between the board and the CEO, particularly if the CEO is the chairperson.  The maintenance of the CEO is dependent on maintaining a viable board-CEO partnership.”

The independent board role has been mushrooming, in part because of the Dodd-Frank Act that mandated companies disclose whether or not they have such a director if the firms have a combined CEO and chairman.

Among the Dow Jones Industrial Average, 23 companies had a lead director, according to research from Sidley Austin LLP. The law firm found that among the most common responsibilities was that the director serve “as a liaison between the chair and the independent directors.”

As for Klepper’s prediction that the role would become more process-oriented, he says, it’s “a work in progress, but the role is being more clearly defined and justified as the board articulator, the one who makes sure the dialogue between the boardroom and C-suite is honest, transparent and strong.”

To that end, our CEO maintenance package tackles a host of issues including one piece, “Some Top Dogs Need Watchdogs,” in which Maureen Milford examines how boards are being pushed to establish more CEO oversight procedures. Caren Kenney, executive director of Premier Executive Leadership at Johnson & Johnson Human Performance Institute, writes about CEO work-life balance and the board’s role in ensuring executive wellbeing. And the chairman of Nokia, Risto Siilasmaa, offers advice on how directors can make sure their CEOs are staying on top of the latest innovations.

I’d love to hear your thoughts about this issue, or any topics you’d like us to cover. You can reach me at eve@directorsandboards.com.

 


Issue: 
2018 Fourth Quarter

Other related articles

  • ESG Lessons from S&P’s Facebook Smackdown
    Published July 31, 2019
    By Eve Tahmincioglu
    The SampP 500 ESG environmental social and governance Index lost a few familiar names during its annual rebalancing including Wells Fargo Oracle and IBM But the one that made the most news and the big ...
  • How Well Do You Really Know the Shareholders You Represent?
    Published July 31, 2019
    By David Shaw
    A few years back I was at a nonbusiness cocktail party chatting with someone I had just met It was a great conversation as I recall until I learned that he was a board member of a company in which I h ...
  • The Runaway CEO Gravy Train
    Published July 31, 2019
    By Robert H. Rock
    Forty years ago Directors amp Boards posited the question Is Any CEO Worth 1 Million Today almost all CEOs are apparently worth 1 million often 1 million a monthAs our nation struggles to come to gri ...
  • Weighing ESG Against Directors’ Fiduciary Duty
    Published July 31, 2019
    By Doug Raymond
    A focus on environmental social and governance benefits should be framednbspby the lens of business benefitsThe directors of a Delaware corporation have a fiduciary duty to manage the corporation in g ...