Perspectives From The Chair: Leading With Influence

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In the past, some Nom-Gov chairs felt they were perceived as onerous compliance police. Today, they have the opportunity to lead on a host of critical issues confronting organizations and their boards. A look at how to do that right.

As defined by the ever-reliable Merriam-Webster, influencing is the “act or power of producing an effect without apparent exertion of force or direct exercise of command.” In other words—and contrary to some opinions—overt efforts to influence often fail. It is far more effective to influence others by operating as a conduit of communication and connectivity. As highlighted in the first of our series, Nominating & Governance Committee Chairs (“Chairs”) are at the forefront of many critical topics facing boards today. As such, Chairs are now “carrying the flag” to ensure the collective board and organization are meeting the needs and expectations of all stakeholders. As the more subtle nucleus of communication and connectivity in boardrooms, the opportunity for Chairs to be influential is significant.

The Chairs we spoke to agree that to effectively influence the many change initiatives they are leading, it is important to master the following guiding principles: (1) listening to understand; (2) building relationships; (3) acting with courage; and (4) staying informed.

How are these principles actualized on a board? What do Chairs need to keep top of mind and practice regularly to effectively lead with influence? In the past, some Chairs felt that they were perceived as the onerous compliance police. Today, as one of the key constituents of board effectiveness, there is a desire to be seen as a partner who is passionate about driving the performance of the boards and organizations they govern and delivering results and successful outcomes for all stakeholders.

1. Listening To Understand

Taking the time to listen to varying points of view is essential to the Chair’s ability to influence. Dr. Steven Covey describes this process well: “If I were to summarize in one sentence the single most important principle I have learned in the field of interpersonal relations, it would be this: Seek first to understand, then to be understood.” While it can be tedious and cumbersome, showing appreciation and empathy for others’ perspectives demonstrates that the Chair is someone who listens, reflects, ask questions, and genuinely cares. Being knowledgeable and conversant about the viewpoints of others on the board can help open the door for Chairs to lead change and enroll fellow board colleagues in the actions they deem necessary. As Jane Warner, Chair of the Nominating Committee at Tenneco and director at Brunswick, shared, “Nominating and Governance Chairs are increasingly challenged to both seek and understand individual directors’ points of view along with helping facilitate a collective board position. This past year has presented an opportunity for increased cultural dialogue both among board members and between the board and senior management.”

2. Building Relationships

Leading through influence means building strong relationships with board colleagues. Taking time outside of board meetings to bond on both a personal level as well as on board subjects is very important to establishing trust and respect.  Scheduling lunch or dinner meetings or visits to the offices of board colleagues is an effective way to build this necessary connection. It is also a great opportunity for Chairs to be transparent so that others know and understand their work environment, culture, and values, and therefore the Chair’s motivations around suggesting certain goals, directions, and actions. The more Chairs get to know other board members and their views on specific matters facing the board, the better equipped Chairs are to exert influence and optimize their chances of progressing the outcomes they desire. “Nominating and Governance Chairs who connect with their director peers in a personal way increase their ability to influence,” adds Gretchen Crist, Head of RSR’s Consumer Goods & Services and Human Capital practices and Chair of the Nominating & Corporate Governance Committee at Hostess. “When your fellow board members genuinely feel they are important and valued, the more responsive they are when you need their support in return.”

3. Acting With Courage

Given the responsibilities of the Nominating & Governance Committee, the Chair must sometimes make bold and unpopular decisions involving, for example, a board member’s term renewal, performance of a board member, or a conflict of interest. Being put in this position requires the Chair to possess the fortitude to live with the consequences, especially when others do not see the situation the same way. Chairs gain this courage by maintaining a track record of good judgment. Over time, other board members trust and respect Chairs for their knowledge and decision-making based on facts and not emotion. It is also easier to display courage when the Chair has strong relationships on the board. As Neil DeFeo, Chair of Nominating and Governance Committee for Driscoll’s, noted, “Without courage nothing happens. If you consistently stand for what is right in a respectful and authentic way, you are much more likely to have a win-win result.”

4. Staying Informed

“Critical governance topics are constantly evolving. Therefore, staying up to date is essential.  Most importantly, establishing the right pace on the adoption of best practices and new trends is a core competency that the Chair of the Nom & Gov Committee needs to develop,” explained Graciela Monteagudo, ACCO Brands Nominating and Governance Committee member and Director at WD-40. It is also important for Chairs to stay on top of governance trends as board directors are increasingly held responsible for actions taken by the organization. Furthermore, driving for an aligned understanding across the board on whether the organization wants to be on the leading edge of change or to be more of a later adopter is also critical in discerning the right pace of change for your board. A number of Chairs mentioned that they utilize other members of the Nom & Gov Committee to assist in staying alert to evolving governance matters including how these topics interconnect with other board committee initiatives. Inevitably, some directors will capture key issues or consider a certain trend applicable that others did not flag. Chairs agree that is it helpful to share the responsibility of staying informed.


With such a strong emphasis today on building engaged, diverse, and transparent boards, the key to better corporate governance lies in the working relationships between boards and management; in the social subtleties of board interaction; and in the competence, integrity, and constructive involvement of individual directors. The Chair plays a pivotal role in influencing this desired outcome. Chairs agree that the door to being able to influence opens when others sense the Chair is being influenced by them. Essentially, board members feel understood by the Chair and appreciate that the Chair has taken the time to listen in a deep and sincere way. This is the moment when the ability to influence begins to gain momentum—and Nom & Gov Chairs are seizing this opportunity.

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