Some CEOs like to conduct a run-through of the entire board meeting with their executives a day or two in advance. This can be an extremely useful practice, particularly when you are trying to create improvements. Right away you will see where the discussion is likely to become bogged down in details, or where a particular presentation may lull the board to sleep. This enables you to make changes that will lead to far more effective meetings. It may not be necessary to follow this practice every time, but when you are focused on heightening the effectiveness of your board and its meetings, this can be a useful exercise.
It's important to factor your executive team into the boardroom equation. Most executives — and most CEOs for that matter — are not trained on how to be effective in working with a board. They learn from watching their bosses, picking up good and bad habits in the process. Make sure to give your executives feedback on how they are coming across in board meetings, reinforcing what they are doing well and making suggestions for improvement. Consider asking the board for their comments on the management presentations in an executive session of only the board and CEO at the end of board meetings, and passing these comments on to your executives.
Directors' perceptions of an executive's boardroom capabilities are important; among other things, they can become a significant factor in succession planning discussions. One CEO of a health care company held a half-day governance tutorial for his entire executive team shortly after the company's IPO, explaining, “I wanted to give all of my senior management an overview on how boards work so that they fully understand the context in which they will now be working with our board as a public company.” Others have offered coaching to some of their top executives who lack strong presentation skills or seem uncomfortable responding to board questions during the meetings.
Leadership issues extend to board meetings themselves, where the quality of discussion and decision making is often directly related to the chairman's skills in running the meeting. Most CEOs and chairmen learn how to run board meetings by watching their predecessors, or by watching another chairman do it if they have an opportunity to serve on an outside board.
If you are serving as chairman and CEO — which remains the predominant model in the United States — it's important to recognize that chairing board meetings requires ability as a facilitator. One CEO who had recently been given the chairman's title received some useful feedback from her presiding director after her second meeting as chairman: “When you are chair of the board, your head has to be up — not down. After you introduce each topic, you look down at your materials, either taking notes or preparing for what you are going to say next. This is perfectly okay when you are just CEO. But as chair, you need to watch what is going on around that board table so that you can actively manage the meeting — draw people out, shut down conversation that is taking the discussion off topic, call the question at the right time. You are not doing that. Your head is down; you are preparing for the discussion of the next agenda item. You need to get your head up and actively direct our meetings. It requires you to be a little bit ambidextrous between the chair and CEO roles.”
In another instance, the CEO of a pharmaceutical company had been lobbying the lead director about asking one board member, who said very little in meetings, for her resignation. During a discussion in which the CEO again raised the issue, the lead director told him,
“You know, you are the chairman of the board. Yet you never confront Sylvia and force her to express an opinion in our meetings; you just let her sit there and say nothing. Then you complain about it. At the next meeting, we are going to discuss a
patent issue and that's a topic that she ought to be pretty conversant about, given her legal background. Why don't you ask her directly what she thinks about this issue? Don't single her out — ask some other people too — but force her to express an opinion.”
The CEO took the lead director's advice.
As discussion ensued on the patent problem, he watched Sylvia looking out the boardroom window, distracted. Finally he said, “Sylvia, given your background in patent litigation, I think we could all benefit from your perspectives on this issue. What do you think?” Sylvia turned and responded, “Oh, I pretty much agree with what's been said so far.” Following the meeting, the lead director said he was now more willing to sit down with Sylvia and discuss her future as a director — or lack of it. Sylvia left the board.
There is no substitute for leadership, and any change initiative, be it within your company or within your board, is largely doomed without leadership. If you want to lead your board — and lead it to a greater level of overall effectiveness — achieving this requires your active
involvement. â–
The author can be contacted at [email protected].