I’ve served on a number of boards and worked with many others. The effectiveness of each varied greatly depending on makeup. The spectrum covered ‘good old boy/girl’ social dinner clubs to redundant operations review panels to diverse talents and experiences coming together to help ensure an enterprise’s continued success.
The latter, a combination of subject matter experts and individuals with related enterprise experience, always led to the best outcome. Composition of a board, however, does not always guarantee effectiveness; what does are the personal attributes of the individual directors. Some of those attributes that I admire and respect the most:
• An individual who has signed on for no other purpose than to serve and contribute. His/her intensity of commitment is expressed beyond the board room through committee participation, adding ad hoc value to enterprise project teams and mentoring.
• Someone who understands the role and responsibilities of being a director. Easy enough to read, difficult to practice. For those directors who manage other entities or managed the one on whose board they serve, it is tempting to interact as if they were the CEO.
• A director who is willing to listen as well as speak. A well selected board will be composed of individuals who are as interested in hearing what others have to say as they are in voicing their own opinion.
• A person who is open to and willing to provoke healthy conflict in order to resolve matters brought before the board. Thorough discussion of divergent views almost always leads to better decision making.
• One open to peer review. The best directors I have been honored to serve with have not only been open to suggestions as to how they could be even more effective but have solicited that advice if not offered.
• An individual who is not afraid to probe and question, even when others seem fully informed. This humble trait is a true sign of strength when done to develop a more comprehensive understanding of issues brought to the board.
• And above all, a director who respects governance protocols, not because of the risks from failing to do so but because it’s simply the right thing to do.
And, a few I respect the least:
• Coming to meetings unprepared.
• Attempting to build support ‘sidebar’ instead of at the table.
• Failing to respond in a timely manner to interim communications.
A board’s responsibility is to ensure that the enterprise it supports is being well managed…not to manage the enterprise! But, it has an equal responsibility to manage itself and that job can be a bit easier if directors are elected based not only on their skill and expertise but their attributes and values as well.
And a question to provoke thought – do you think you are (or would be) a better director if you owned shares in the enterprise?
Lessons learned!
Read more: Gannett and Legg Mason: How Board Strategy and Composition Can Make a Difference
