Some boards are difficult to deal with. As an executive, you don’t get to choose your board members and you may need to work to get the best performance that you can from the people around your boardroom table. You also need to inspire and maintain the trust of the directors so that you can confidently report good and bad news or recommend courses of action without fear of retribution.
To help executives who want to improve their board interactions, we have developed this checklist. The questions will help even if you are an experienced manager and have been part of this company for many years.
The questions below provide comprehensive coverage across:
- Understanding the issues
- Being clear on your own objectives
- Understanding boards and their role
- The CEO and Chair relationship
- Your board and its personalities
- Finding opportunities for more board-management interaction
- Resetting the expectations
- Communication styles and preferences
- Handling difficult conversations
The questions are designed to start you thinking about issues that you may encounter. Your answers are not necessarily good or bad; they should reflect the current and desired state of your understanding of the board and its role in your company.
Trust yourself to recognise the most important questions to help you get the best possible relationship with your board and directors.
At the end of the checklist, we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for putting into action the ideas that result from considering the checklist.
Understanding the issues
1. Do you understand the basics of corporate governance, including how boards govern, shareholders own, and managers run companies? Do you need to receive education on this?
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2. Why do you feel the board is ‘difficult’? Do your colleagues agree or disagree?
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3. What evidence or behaviour causes the difficulty?
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4. Is the board inattentive or have they not been given cause to pay attention?
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5. Is the board passive, merely reading and listening without adding value, or are they too active, challenging, competing, interrogating and directing?
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6. What may have caused this behaviour? Is the cause still active and contributing to continued difficult behaviour? Consider the style of the chair and individual directors, the style of management, the nature of the topics under discussion, the style of papers and presentations, etc.
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7. What has happened in the past that has exacerbated this behaviour? What has happened that mitigated or curtailed this behaviour?
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8. Are there any conflicts between directors or between any directors and members of management? Can these conflicts be resolved without one or more of the people involved leaving?
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9. Is this a topic the board has previously considered? Is it potentially a contentious issue?
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Understanding boards and their role
10. Do you understand the basics of corporate governance, including how boards govern, shareholders own, and managers run companies? Do you need to receive education on this?
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11. Does your board also understand their role and basic governance? If not, can you arrange for them to access education?
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12. Have you read your company’s constitution and understood how the board is supposed to operate? Is there a board charter or set of bylaws with additional detail?
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13. Do you know who the independent, non-executive and executive directors are on your company board? How are any conflicts of interest handled?
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14. Does the board genuinely seem to make decisions that are in the long-term best interests of the company? If not, in whose interests do directors tend to act? How will the board respond to questions about their ethical stewardship?
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The CEO and Chair relationship
15. The CEO is the principal relationship holder with the board. Are there any aspects to your board interactions that will be ‘difficult’ for the CEO to hear?
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16. Is your CEO generally supportive of you and your work?
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17. Are the CEO and chair across the work/proposal being presented to the board? Are you living up to the concept of no surprises?
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18. The chair is the leader of the board and is responsible for keeping meetings on track. Do you have a good prior relationship with the chair?
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19. Can you confidently achieve your aims with the board in five minutes less than the agenda time allotted to you? If not, redesign your presentation until you can.
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20. Do any directors approach you directly outside of the formal board and committee meetings? Do you keep the CEO and Chair informed of these approaches? It is very bad form to ‘go behind the back’ of your CEO or Chair and this will undermine the level of trust that you may have otherwise achieved.
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21. Do you need to supply any information to the board between meetings? Have you observed the protocols for keeping the CEO and Chair aware of these communications?
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Your board and its personalities
22. The modern board is supposed to be diverse. Diversity can create conflict because different personalities will find it easier or harder to relate to others. Does your board have any pre-existing strong friendships or enmities? Will your topic create stronger bonds or heighten conflict?
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23. Have you taken time to understand each of the individuals on the board? Why are they on the board? What do they hope to achieve from their time on the board?
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24. How well does your board understand the business? What level of detail is appropriate given the board’s current understanding?
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25. What is the balance of new versus long standing members? Do you need to provide additional information to some directors? Can you do this outside the board papers and meeting so as not to bore the longer standing members?
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26. Are there any other executives or stakeholders who can help you to better understand the board members?
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27. Will your relationship with executives or other stakeholders be seen as an asset or a threat by the board?
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28. Is there anything in your personality that often causes an unhelpful reaction from others? Can you modify your behaviour – without being inauthentic – to improve the likelihood of a positive response?
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Finding opportunities for more board-management interaction
29. Are there any opportunities for more meetings and presentations between the executives and the board? Who can help you to arrange for these?
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30. Have you designed your board interactions to facilitate engagement and generate discussion among the directors?
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31. Can you arrange for your board to visit one of your operating sites? Which visits would provide the greatest insights for the board given the items currently on their agenda?
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32. Can you arrange for the board to meet in a different venue? Would any of your operating sites be able to accommodate a board meeting? In addition to changing the venue, is there any other change (such as seating arrangements, informal attire, or use of open-space meeting methodology) that might enhance the board’s interactions?
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33. What opportunities are there for travel to and from the board’s official engagements to help develop or improve the relationship between board and executives?
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34. What conferences might give the board useful industry information and a chance to build a closer relationship with executives? Can you arrange for any executives or directors to present at these conferences or is attendance enough?
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35. Is it possible to arrange for the board to have dinner on the evening before their meetings? Would it help to have selected executives join the board or would it be better to have directors build a stronger relationship with each other before extending that to the executive team?
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Clarity of expectations
36. Has the board agreed on an appropriate line between board and management? Does your reporting practice ‘toe the line’?
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37. Do the directors understand the difference between close oversight and becoming operational? This is often described as the difference between ‘noses in’ and ‘fingers out’.
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38. Are expectations clear for both board and management on what topics and level of detail should be brought to the board?
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39. Do you need expert help to create some ‘reset’ activity or exercise? Can you create such an activity?
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40. Do you need the services of a skilled board consultant or a mediator?
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Communication styles and preferences
41. What is an appropriate style for communication in the boardroom? Do your board members agree on this?
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42. What is your normal communication style? Are you enthusiastic, warm, dominant, supportive, etc.?
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43. What are the normal styles of each of the board members?
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44. How do the directors adapt their personal preferences to communicate better in board meetings?
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45. Can you adapt your personal style to be more effective with the board? Do you need training on better use of communication styles?
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Handling difficult conversations
46. Directors will not always agree with everything that management present. Is there a process for management to get early feedback on board perspectives and likely points of contention?
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47. Is this a topic the board has previously considered? Is it potentially a contentious issue? Is the topic aligned with the strategy? Will it need resourcing and if so, at what level?
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48. In what circumstances is it ok to respond to suggestions or questions with a clear rebuttal? Will that be ‘socially acceptable’ within your boardroom?
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49. What is the best way to acknowledge have valid differing views? How can your recommended course of action incorporate the differing views until there is a clear resolution of which view is most akin to reality?
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50. Does the management team take the time to consider and develop a response for likely objections? Have you planned for this so that the board can become comfortable with the length of time under uncertainty?
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51. How can you show that you welcome the board’s reasonable challenge and debate? Do you listen carefully to concerns/questions? Can you word your utterances to be considered (not defensive) in response to the board’s questions?
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52. How can you anticipate the board’s pushback on issues (way the information has been presented, when it is being presented, level of detail, context provided, etc)? How can you better understand the root of their discomfort? What can you do to alleviate concerns?
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Handling difficult conversations
53. Directors will not always agree with everything that management present. Is there a process for management to get early feedback on board perspectives and likely points of contention?
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54. Is this a topic the board has previously considered? Is it potentially a contentious issue? Is the topic aligned with the strategy? Will it need resourcing and if so, at what level?
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55. In what circumstances is it ok to respond to suggestions or questions with a clear rebuttal? Will that be ‘socially acceptable’ within your boardroom?
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56. What is the best way to acknowledge have valid differing views? How can your recommended course of action incorporate the differing views until there is a clear resolution of which view is most akin to reality?
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57. Does the management team take the time to consider and develop a response for likely objections? Have you planned for this so that the board can become comfortable with the length of time under uncertainty?
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58. How can you show that you welcome the board’s reasonable challenge and debate? Do you listen carefully to concerns/questions? Can you word your utterances to be considered (not defensive) in response to the board’s questions?
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59. How can you anticipate the board’s pushback on issues (way the information has been presented, when it is being presented, level of detail, context provided, etc)? How can you better understand the root of their discomfort? What can you do to alleviate concerns?
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Taking action
Read the questions and note which ones you can confidently answer. Make a record of any actions that you wish to take to help answer any questions that you were not confident about.
This is not an issue to approach alone. Discuss any help that you may need with your manager, the company secretary or the CEO and get help if you need it.
Additional reading and reference sources
Presenting to Boards, J Garland McLellan, Great Governance, 2011
Write to Govern, M Morel, The M Factor, 2011
Setting the Tone at the Top, B Seldon and M Muth, Australian Institute of Company Directors, 2018
Don’t; How Using the Right Words Will Change Your Life, B Seldon, Mercier, 2016