Sometime ago, I was asked to write an article for a magazine addressing the question: “What were the qualities of the finest board members with whom you ever worked?”
That was an interesting topic, I thought. I decided to approach it not by thinking about the qualities I would enumerate. Instead, I started by identifying the ten finest board members, for profit and non-profit organizations, I had the privilege of working with. There were close to 100 men and women on that list. It wasn't easy but I selected "the top 10.” I then stepped back to ask myself a simple question. “Why did I pick them? What did they have in common?"
Here is what I found:
1. Every one of them approached their board membership as if it were their own company for which they were responsible. Their attendance and their participation mirrored what I would have expected if they were a member of the management of the company in terms of commitment.
2. Their goal was to support the CEO and management in contributing to sustaining the success of the company and to honor their responsibility to shareholders to protect their interests.
3. These were individuals who, when they spoke up, you listened to them closely. What they said was likely to be fresh, significant and never said simply to announce to the boardroom that they were present.
4. They showed courage in speaking up in supporting what might be a controversial board motion or, in some cases, to object to it. The first board member who speaks in a board meeting carries more than an average amount of weight. There were many cases when I was CEO when a board member speaking up on a controversial proposal made the day.
5. They were willing to have a direct conversation with the CEO, usually privately, to provide their advice on an important issue on which they concluded the CEO was struggling. This is a priceless attribute of a board member. I can recall instances on boards on which I served going up to the CEO after he/she had made a proposal that was not adopted and telling them that I knew they felt strongly about the issue. I urged that he go back to the board and make it crystal-clear how important approval of this was to the future of the company.
6. While his or her commitment was to the success of the total enterprise, the strongest board members I worked with usually picked one or two areas where they particularly focused. One board member I recall focused like a laser on innovation. Another on insuring that consumers’ in poorer, underdeveloped countries were recognized and served through our product and pricing strategies. Another that we were doing everything we should to advance the careers of women and minorities.
7. Lastly, these best board members respected and worked well with other board members. They were not out to show that they were special or that their ideas had to prevail. They were team players even as they maintained their independence.
It would be hard to overstate the value I have seen outstanding board members provide. This makes it important to choose a board carefully. It is also vital that the relationship between the CEO and the board be open and transparent. Boards respond to CEOs who genuinely want their input. CEOs won’t agree with their board members all the time; sometimes they may even feel they “get in their way.” But they’re open to input. They seek it. They value it. Board members recognize this and they respond.
I’m a great believer in honest, candid annual reviews of board performance carried out by the Chair of the Board or the head of the Governance Committee. The results need to be shared openly in conversation with the CEO and the entire board.
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