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Effective Board Interaction
In our interviews, directors expressed a great deal
of reluctance to challenge Management and an inclination to defer
to management when the CEO has a forceful personality or strong
feelings. Directors say things like, "Our CEO would never
accept…" or, "Our CEO made it clear that he/she
didn’t want to talk about…." Or "Our CEO
would be threatened by…."
Complicating this tendency of the board to defer
to any CEO is the nature of a board and its inherently shared
responsibility. One result is that directors report that they
are comfortable mentioning a caution or concern without necessarily
pressing it vigorously. They take comfort in having raised the
issue, perhaps even insisting that their concern be noted in the
board minutes. They rarely are willing to push an issue in the
face of CEO opposition and/or in the absence of support from other
directors.
Effective governance requires effective and candid
dialogue within the board as well as active listening by all parties.
Directors, CEOs and boards need to:
1. Gain an understanding of barriers to good discussion
and decision making.
2. Set clear and high expectations for CEO and director
involvement in dialogue and decision-making.
3. Participate in training and coaching to maximize
the board’s effectiveness and contribution to the company's
success.
4. Use facilitation when critical or sensitive
issues are discussed to improve discussion and decision-making.
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