I was retained by a company in crisis; in short order the lead investor assumed the role of chairman and appointed a new board composed of many from his executive team at another enterprise, and included me as well. Because I was in the troubled company weekly and had firsthand knowledge of its progress and shortfalls, when the board met monthly, I essentially participated as de facto managing director.
At one particular meeting following a full discussion of a current pressure point, the chair summarized in great detail what needed to be done, the exact steps to be taken and even scripted words I should use when taking those steps. This was the chair’s lifelong style and it had served him extraordinarily well; his primary enterprise was highly profitable, not only for him but for his executive team.
His micro approach worked for him and his team—but not for me. When he asked me, “Will you do that?” he meant, would I follow the exact steps and scripts that he had verbalized; I responded: “No.” Lots of heads dropped at the table knowing that sparks were about to fly. Emotionally charged, the chair insisted I do things exactly as he prescribed; with reciprocal energy, I insisted I would accomplish the goal, but do so my way.
We had a long history together and a mutual respect that we were not willing to compromise. That respect allowed us to back away from the flashpoint and attend to the matter at hand. The other heads at the table again raised and we got back to business. What was that all about? We were competing with each other as CEOs, not working with each other as board members to focus on the well-being of the enterprise.
Boards of directors are not responsible for managing companies; they are responsible for ensuring companies are managed well. While there is a time and place for prescriptive boards, co-managing is normally not part of the job description. In past roles as CEO, I never adjusted to director-speak that led with “You must…” “You should…” “Why haven’t you…” “We expect you to…” and more. Having been on the other side of the table, I know what it feels like.
The flashpoint I had with the chair of the company in crisis made me a better director. With few exceptions, our duty is to counsel, to share, to help anticipate—and always, to question. Done well, we expand a CEO’s bandwidth as he/she guides the enterprise. Words to be heard: “When we went through that we…” “Have you thought about…” “One of the things we’re anticipating…” and most importantly, “I’ll be happy to contribute in any way that will be helpful.”
Today, if asked to serve on or advise a board, I make it a point to tell folks in advance that if I suggest something once, my intent is to provoke thought but if I do it repeatedly, I’m trying to influence. I developed this pattern as a compromise to the “insistent” style I’ve been subjected to when seated at the table as a CEO and invite any and all to call me out on it. If I feel that strongly about something, best that I be concise, not oblique, but prescriptive only in crisis.
Leave your titles at the door and enter with the background, expertise and wisdom that brought you to the table. Your duties as a director or board chair are not the same as those of a CEO. Your lasting contribution will come from your ability to provoke thought and to share knowledge and experience—and the enterprise will be better for it.
Lesson learned.
