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What Senior Executives Can Do When the Board Meddles

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Executive Summary

Everyone knows what a good board should do. But sometimes, fueled by unease, worry or lack of trust, board members reach far into a company for information or to influence. It can put senior executives in a very difficult position. If you find yourself in this situation, there are five strategies that can help: 1) Understand how a board in your type of company should operate. It’s useful to take a step back and evaluate where your company is in its lifecycle. 2) Avoid secretive conversations. If a board member does seek you out for a private conversation, it’s best to stop it early. 3) Don’t repeat unsubstantiated accusations about senior leadership without clear evidence. 4) Redirect conversations with board members to strategic issues. 5) Don’t let them play the transparency card. If someone says you aren’t being transparent, ask them to explain their concerns and describe exactly what they need.

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Everyone knows what a good board should do: provide strategic advice, protect the interests of shareholders and minimize risk. But sometimes, fueled by unease, worry or lack of trust, board members reach beyond the CEO and far into a company for information or to influence, which can put senior executives in a very difficult position. In my 25 years of advising boards and top management, I have seen this type of meddling many times. Here are five strategies that can help you protect against it.

First, understand how a board in your type of company should operate. Based on your past experience, you might feel that your current employer’s board is involving itself in inappropriate areas. But it’s useful to take a step back and evaluate where your organization is in its life cycle. Board members that behave differently than you might expect aren’t necessarily doing anything wrong. For instance, an early-stage company is looking for board members to invest and help the team get started; involvement in this case isn’t meddling, it is necessary. Once a company gets going, board members should shift away from direct management. A mature, public company needs the board to fulfill its legal obligations and provide oversight and strategic guidance without giving orders to executives, so if they’re excessively hands-on at this stage, it may be cause for concern.

Avoid secretive conversations with board members. Initially, it may seem flattering to have a board member call and suggest a private meeting without going through the CEO. It’s possible that there’s a legitimate reason for the person to ask for privacy. However, except in rare cases where there are deep concerns about top leaders, keeping a secret from them is a terrible idea and likely to become known. Thus, if a board member does seek you out for confidential conversations, it’s best to stop it early. A response such as, “Yes, let’s get together with the CEO to discuss your thoughts” is a clear message. If such privacy is truly necessary, the board member can explain why.

Don’t repeat unsubstantiated accusations. You may think that a conversation with a board member is off the record. But these things have a way of taking on a life of their own. Several years ago, a board with which I was working came within 24 hours of firing the CEO because a board member, prompted a speculative conversation with another executive, repeated an accusation that the CEO had been stealing. The rumor turned out to be false, but it precipitated a crisis. If you have concerns, be sure you have clear evidence before you escalate it to the board. Otherwise, it can wreak havoc on the company — and your own reputation. 

Redirect the conversation to strategic issues. Sometimes no matter how hard you try, you may find yourself in a situation where a board member is interrogating you. It’s tempting to try to allay a board member’s concerns by diving deep into detail, but this only reinforces an unproductive dynamic. Instead, you can refocus the conversation by saying one or more of the following:

  • First, let’s confirm our objectives.
  • Is there something we’re doing that isn’t in line with our plan?
  • What needs to be different?
  • What indicators of progress are most helpful?
  • What information do you need that’s missing?

These questions are directed toward what has to be done and the information the board needs to perform its duties. It also invites an honest conversation about what can be improved. And, if the board members’ concerns can’t be addressed, it will quickly become clear.

Don’t let them play the transparency card. One of the most anxiety-provoking statements a board member can make to a senior executive is “You aren’t being transparent.” If someone says this, you can respond as follows:  “Please tell me what your concern is. You’ve accused me of hiding something, which puts me in the position of having to defend myself. I can be more helpful if you tell me specifically what you need.”

If you find yourself in a position where you have tried all the strategies above and the board continues to meddle, you are probably in a dangerous position. When office politics are this bad, even if you haven’t been harmed yet, it’s best to create an exit plan before they derail you. However, in the vast majority of cases, following this advice will allow you to extricate yourself from inappropriate board intervention so you can get on with your job.

Source: HBR.org
Author: Constance Dierickx