As an executive and non-executive director who has experienced both functional and disrupted Boards across a range of industries and types of organisations, I paused at the end of 2012 as I do each year, to reflect on my level of performance and to plan for 2013. The review process was dominated by highlights. I am a director of only one cause-based public company at present so it was a shorter exercise than usual. This one company is superbly managed. It is overseen by a highly productive and effective Board.
In my self-evaluation, I got to thinking about what makes this company so good. It has a successful business strategy and excellent people. It is a leader in its field, profitable and healthy in all respects. These are all distinguishing attributes of a great company. But there is another attribute that makes this company so successful: the right mindsets at every level. This thought process led me to think more about the mindsets required of Directors in great organisations.
What mindsets make for good Board membership, so as to contribute to an effective Board? It would be easy to give a list of 10 points or 7 rules or 6 keys. However I thought the Director community, particularly those directors who are new Board members and those Boards seeking director refreshment might appreciate some more reflective comments.
Assuming directors have been selected on the basis of their relevant skills, knowledge and experience, the mindset of the individual director is paramount for good performance and personal satisfaction. Directors must have a clearly interpreted, personal understanding of how they will carry out their statutory duties as directors. For example, they must frequently reassure themselves that the organisation is solvent. This might be a very quick inquiry but once that hurdle is over, a lot more creative mindsets can come into play.
The Board I am privileged to be on at present draws its members from a wide range of backgrounds and disciplines. Our deliberations reflect our shared approach of consciously and explicitly acting in the best interest of the company. There is never a suggestion of seeking to influence discussion or decisions from a special interest perspective. Good Chairs help in this regard by ensuring that this mindset is highlighted and reflected in individual behaviours at all times. Sometimes individual directors will contribute to board proceedings from their particular discipline or interest area but they must always be thinking of the organisation as a whole and they must always be seeking the best interests of the organisation before all else. “All else” here includes the interests of nominating organisations, for those directors who serve on joint ventures, industry organisations and the like.
Directors need to find workable individual interpretations of their duty of due diligence. For me, directors who do not fully prepare themselves for Board deliberations are not duly diligent. They must fully absorb all Board and Committee papers and understand the organisation and industry they operate in at a detailed level. In my experience, good directors who don’t understand a particular detail in briefing materials must get the required level of understanding from management, other directors or externally, well before discussions and decisions are made. It just doesn’t do to be asking the meaning of material during Board proceedings. My general practice is to ask for clarification of anything I am not sure of at least a few days before Board meetings. Sometimes an inquiry will allow management to provide the whole Board with extra clarification, before or at the meeting. (Whilst on this topic of Board proceedings I would like to challenge the mindset of directors who think they are adding value by correcting small details of Board papers, minutes and the like to adopt a much better practice and have a quiet chat with the Board Secretary prior to the meeting. This is good form on a couple of counts. It allows the Secretary to advise any corrections and do their job fully without loss of face. It also stops interminable timewasting at the meeting itself. The same goes with the practice of correcting financial information. If it is incorrect, get it cleaned up outside the meeting.)
Due diligence finds some of its best expression in the quality of discussion and debate on the meeting’s agenda items. A duly diligent director will be across the material, will have formed at least a tentative view and will express that view, even if it is clear that that view is shared by some or all of the other directors. Good directors who have a strong sense of their duty of due diligence also have the knack of being able to draw out the management through respectful language and conduct. It is not the job of a board to humiliate or belittle managers. This is particularly the case where CEOs are accompanied to a meeting by their management colleagues. If you don’t think the CEO is up to the role, is misconducting him/herself or lacking transparency, deal with that outside the meeting. If you do have genuine concerns about the subject matter of the discussion, raise them with the CEO or other presenter in language like, “Could you tell us more about…?”, “Have you considered…?” etc. Good directors always operate with the mindset of playing the ball and not the player.
Whilst still on the topic of the quality of discussion and debate, it surely goes without saying that directors who are not fully present for the entire meeting cannot be being duly diligent. Dozing, doodling, using mobiles, and even allowing attention to wander during matters of low personal interest should not be tolerated. Good directors are fully present for the whole meeting. Momentary lapses are an opportunity to re-engage as soon as they are noticed. Prolonged or habitual lapses are definitely “no-no’s”.
There are another two important mindsets for me at a meeting. The first is to always be searching for areas of confusion or lack of clarity regarding the subject matter at hand. These are always fruitful places to inquire and offer or encourage wisdom and insight. When I can do that myself or can encourage other Board members to contribute in that way, Boards take on a new higher level of performance and provide great personal satisfaction. The second is to keep moving the conversation and discussion forward to a conclusion or decision. This may or may not include accepting a management recommendation. It always includes getting to a point of concluded deliberation, having given every Director the opportunity of stating their views and conclusions. This is a particularly important practice for those Boards that operate with a bias towards consensus decisions.
A lot of the success of a Board depends on the approach, mindset, character, values and experience of the Chair. Great Chairs bring these values to bear without diminishing the place of any individual or individuals. Amongst all their other duties, they encourage relaxed and energetic deliberation, guiding but not seeking to dominate, drawing forth the wisdom of the Board as a whole through their well-timed comments and direction seeking.
Good board membership also requires a personal dimension. At the end of a meeting individual directors must have a sense of accomplishment and fulfilment. Otherwise they should not continue, particularly if that individual sense of frustration and lack of personal fulfilment is present over successive meetings. If the Board dynamic cannot be improved directors should not continue. Service as a director does not and should never equate to suffering!
Boards populated with individual directors with productive mindsets are hugely rewarding. They are great fun to be on at an individual level. They contribute to a creative and progressive Boardroom culture. They model what the Board requires and encourages from management and staff. And most importantly of all: they contribute to the success of the organisations on which good directors serve.
Author: Ian Sampson (B.Comm., LLB., FAICD, FAIM), Cause and Effective Associate, is a Strategic Advisor to Boards and an Executive Coach. He can be contacted here.