I’ve been sitting on private company boards since the early 90s. I have also sat on a few public company boards and a bunch of non-profit and civic boards. You could say that I am a professional board member.
Like all organizations, boards need leadership. It can come from a CEO, but often it comes from a Chairman or a board member who steps up and provides leadership without being named or titled as such.
The board is tasked with governance. The Board doesn’t run things, but it governs who runs things and how things are run. I’ve heard it said many times that a board does only one thing – hire and fire the CEO. While that is somewhat true, it simplifies the role of the board and trivializes it.
A board’s job is to make sure things are going in the right direction and when they are not to step in and make changes in an attempt to get things back on track. While that can and does include leadership changes, it also involves acting as a sounding board for management’s plans and a being a body that management is accountable to.
A good board can provide immense value to a CEO and his/her company.
If you are not getting what you want out of your board, or worse if your board is causing trouble for you and your company, consider addressing the board leadership question. There is nothing worse than a collection of strong minded people who don’t agree with each other all telling you what to do and pulling you in multiple and opposing directions. If that feels like what is going on with your board, you need to find someone on the board to step up and lead the group. It can be the CEO, but if you are the CEO and you aren’t getting what you want out of the board, it is very possible that you need someone else to provide board leadership. The easiest and best way to accomplish this is to find the strongest and most natural leader on the board, take them aside, tell them what you need from your board and what you aren’t getting, and ask them to step into the Chairman role and assist you in organizing, managing, and leading the board. You can do all of this without playing the Chairman card, but it makes it easier to name the role and put someone into it.
The leader of the Board should help you set the agenda of the board meetings. They should help you decide what is important to talk about at the meetings and what is not. They should help you get through the meeting on time and cover everything that needs to be covered. They should make sure the most important topics get the most air time. And they should make sure that everyone who wants to say things get to say them without taking over the meeting and wasting everyone’s time.
The leader of the Board should chair the executive session at the end of the meeting that happens without you. They should solicit feedback from the entire board and then they should share that with you so that you can process it and get value out of it.
The leader of the Board should also help you manage the most challenging and difficult Board members. They should advise you on how and when to communicate with them and what to emphasize and what to ask of them.
Most importantly, the leader of the Board should become your partner in managing your investors, your Board, and your company. They should be someone who can put their interests aside and act with the best interests of the company and management at heart.
If and when you find this person, they will be incredibly important and valuable to you. I’ve seen many people play this role masterfully over the years and I play it from time to time myself. It’s a very time consuming but rewarding job.