Leadership Advisor Group helps companies find new board members and helps boards evolve toward becoming high-performing teams, and we are struck by how often we notice that not only new, but also very experienced board members are in doubt about how to act and where to contribute.
We often meet assumptions like “I have a CFO background, so I should only speak up when they start talking about the numbers”, or “I’m the person with a science (or legal) background on this team, so I should only give my opinion on those issues”. Not only is this an incorrect assumption, but it can mean that you are holding your board back from becoming even better. The board deserves to hear your thoughts, and should be able to say “hang on, let’s discuss this, we need to understand this point of view better”.
We also notice that there can be a tendency to see the chairperson as the boss. But board members should not react this way to the Chair – nor should the Chair behave as the boss. In a high performing board, the Chair should act as “the guide on the side”, according to advice from this Harvard Business Review article (https://hbr.org/2018/03/how-to-be-a-good-board-chair) entitled How to be a Good Board Chair. A good chairperson does not look to solve the problem him or herself, but to orchestrate an open discussion, ensuring airtime for all, remaining impartial. The Chair is not the boss, but rather the facilitator of the meeting. It is the responsibility of the total board to make the important decisions, not the Chairperson’s.
A third area where we notice confusion on roles has to do with how the board reacts to the committees. In many boards, the audit, nomination, remuneration or other committees do the background work, present their solution to the board, and then the board continues to the next topic on the agenda. As described in general governance guidelines, the role of the committees is not to make the decisions, but to assist the board of directors by doing the PREPARATION work on the issues to be resolved, then present their findings for a discussion and decision by the board. So your role as a board member is to give your intelligent opinions in this discussion, not simply give a stamp of approval.
Just to scratch the surface, our tips for new board members include:
- Ensure that you receive a solid onboarding. If it is lacking, do your research on what that should include (or ask us), and request this from the company. Your onboard program should include not only important information about the strategic issues the company is facing, but also a deep understanding of the board’s culture at this company, and the expectations on you regarding how to interact with other board members, the board chair and vice chair, the company executives and key stakeholders. Customs vary across different companies, and there is no set standard, so it is important to request this type of input.
- Do your homework, come prepared, and when you have questions, ask them, even when outside your area of expertise. If you keep quiet, chances are that others will too, and this will not help your board reach high-performance levels.
- Do not treat the Chair as boss. If the Chair is seen as the boss, and board members are afraid to have discussions, raise the issue with the vice-chair or with other board members, or your board evaluation consultant, and create a plan of action. Just because the Chair may be acting as CEO (likely his or her past role), does not mean that s/he can’t learn to become a good chairperson.
- Remember that committees are not there to make decisions, but to prepare the background. It is the board who should make the decisions, and difficult as it may seem, all board members need to take time to understand what the committees are presenting and have an opinion on forward action.
- Don’t be afraid to reach out to more experienced board members, as they may have the same questions. As the new person, it is easier for you to open the discussion than for those who may have been on board for a while, so the fact that you are asking questions may help your board progress toward becoming more open and trusting, and those are key criteria for becoming a high-performing board.
- Finally, read the relevant national laws and the national recommendations on governance. Ask the board about in what ways the board has decided to follow the recommendations or what they have decided to do instead. If you experience that processes are not aligned with what you read and hear, dare to raise questions about it. As a board member you are fully responsible for ensuring good ethics and optimal governance.
For more information or assistance with this topic, please contact us at firstname.lastname@example.org
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