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Surprise! A member of your board violates an unwritten rule of conduct by publicly
dressing down your chief financial officer. Another member, after having the need for a
refinancing patiently explained to him, votes against it. A third's "little
chat" with a TV reporter lands you on the evening news.
These are three symptoms that you may be suffering from "unprofessional board
syndrome." While the syndrome has long been a problem, the need to correct it is more
acute than ever. With information technology changing the rules of engagement in so many
industries, boards need to be able to help senior management adaptand activist
investors are increasingly holding boards accountable. So, based on four decades of study,
I'll lay out two basic ways of ensuring fruitful partnerships between senior executives
and their boards: Proper Care and Feeding and "Turkey"-Spotting.
Proper Care and Feeding. Good boards aren't born; they're carefully developed. A
wise chief executive indoctrinates outside directors by giving them guidelines and
informing them about strategic plans, the competitive posture, and plans for management
succession. When is enough information too much? Never, says a chief executive who has
mastered the art of briefing his directors: "You want them to say, 'Enough!' and
never have to seek you out because they don't know something," he says.
Another chief executive says, "You must know what their position will be before they
come into a meeting. You do your homework."
While much information can be reduced to writing, a chief executive should meet informally
with directors one-on-one, to promote mutual trust and understanding. Because personal
chemistry is crucial and because stressful times require effective communication, the
chief executive must get to know his or her directors (and their spouses) personally. The
chief executive must understand their expectations, values, beliefs, and private agendas.
"Turkey"-Spotting. Ideally, directors should be heroic figures imbued
with wisdom, courage, intellectual power, and specific expertise needed by the
corporation. They shouldby virtue of their character, reputation, and
accomplishmentslend a certain nobility of purpose. Outside directors, in particular,
should be of such stature that you literally could not afford to hire them as full-time
employees. Yet, of course, not all directors rise to this high level.
The Great Noncommunicator seems always preoccupied and uneasy yet never voices his
discontent formally in meetings. Instead (as the chief executive learns through the
grapevine) he gripes in private at informal get-togethers with other directors. What's
bothering him? A prudent chief executive finds out immediately, defusing a potentially
serious problem. He should meet with each director separately in an unconfrontational but
serious way. His message: If something is wrong, he wants to know about it now and have a
chance to fix it.
The Cowardly Lion's paws are tied by fear, whether of his own inadequacy or of an
intimidating, overbearing chief executive. The Lion's timidity prevents his asking
questions, and that's unacceptable. You need directors who intelligently oversee and
monitor management's performanceeven to the point of being nosybut who keep
their hands to themselves when it comes to operations. That's the "NIFO" model
of corporate governance: "Nose In, Fingers Out."
The Diffident Director illustrates "NOFO" governance ("Nose Out,
Fingers Out"), demonstrating near-total ennui concerning the company's affairs. It
never occurs to him to challenge management. Diffident directors routinely fail to do
their homework, arrive late to meetings, and, once there, devote their energy to firming
up travel plans for their return home. When I was on Monsanto's board, one such Diffident
persisted in getting up from meetings to make personal phone calls. Eventually, his
annoyed fellow directors presented him with a small token of disesteem: a large pink
plastic replica of a telephone. He got the message.
You can always spot the Captive director by his bobbing head. He's the
quintessential "yes" man, too beholden to management ever to utter a peep of
protest. Arrange to rotate him out gracefully by imposing a term-limit provision.
It's possible, of course, for directors to get too involved, and the Pit Bull does.
He may be a chief executive himself, recruited perhaps as a watchdog to infuse a sleepy
board with new vigor. But I know an engineering firm that retained a watchdog who proved
too aggressive, intruding into management's day-to-day affairs. The chief executive
eventually gave directors a choice: They could keep him or the Pit Bull, but not both.
When the situation was explained tactfully, the Pit Bull departed voluntarily.
The perks of board membershipattending first-class meetings in first-class
accommodations at first-class destinations around the worldare a form of
compensation for people making a strong contribution to your company. For the Featherbedder,
however, such perks become an end in themselves. "Where's the annual dinner this
year, Bob?" he'll ask. "How about a meeting down South? A few rounds of golf in
the sunshine?" Eagerness of this sort should cause a chief executive to ask: Is that
director still pulling his weight?
The Old Timers become a burden when what they offer in terms of historical
perspective grows less valuable than what they cost a company in anachronistic thinking,
inflexibility, or out-of-date perceptions. Retirees without gainful employment should be
watched to be sure they stay current.
Remember that unprofessional directors are easier to get than "unget." So, of
course, the best way of dealing with underperforming directors is to make sure they never
alight on your board in the first place. To prevent that, nominating committees must
investigate candidates with more than perfunctory attention.
An Old Timer presents a special problem. He was once a valued adviser. Perhaps he was also
your friend and tennis partner when the two of you were starting out. You sympathize with
his predicament: Attending board meetings is the one thing that keeps him out of the
house. How can he go home and tell his wife he's been let out early?
But any problem can be addressed with a combination of carrots and sticks. An Old Timer
may deserve a carrotsome palliative such as an appreciation dinner or an
"emeritus" title, plus generous acknowledgment of past contributions. For those
who require a stick, you should consider amending your corporate bylaws two ways: Add term
(or age) limits for directors, and stipulate requirements that potential candidates must
possess.
And keep in mind the pink plastic telephone.
Mr. Mueller, former chairman of Arthur D. Little Inc., has been a director of Monsanto
and is currently a director of the National Association of Corporate Directors,
Interneuron Pharmaceuticals, Decisions Resources, and ADL Ltd. (UK).
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