In the most recent edition of the Harvard Business Review, author Stanislav Shekshnia has written an article titled, “How to Be a Good Board Chair.”* He bases his findings on the results of interviews with many current and former chairs of large corporations. It’s worth the read. He makes 8 points about what makes for a good chair and includes many real-life stories which illustrate his points.
The sub-title of his article is “The Key is to Remember You’re Not the CEO.” Wise words – and reflective of an easy trap in which board chairs can become ensnared. His words remind me of one of my first board experiences. I was a relatively young man at the time, and inexperienced in board work. I viewed the board as being ‘super-managers’, or, as John Carver would say, ‘management one step up.’ This same mentality crossed over into how all of us on the board viewed the role of the chair. If we were all ‘super-managers.’ then the chair must be the chief of all.
After a couple of years on this board, I was selected to be the vice-chair and I became privy to a practice that the CEO and Board Chair had been engaged in for the past several years. Once a month, a week prior to the board meeting, the CEO would invite the chair and vice-chair to her office and walk through the agenda of the meeting. We saw our role as board officers, to fully understand the CEO’s point of view, plan for how to navigate the conversation in the meeting, and help the CEO arrive at the decisions that were most beneficial for her.
Looking back, I realize what an unhealthy practice that is. We might as well not have had a board. We could have just elected a chair who would pretend to be the CEO, rubber stamp CEO decisions and let the organization carry on.
A healthier perspective would be for the board, first of all, to view itself not as ‘management one step up.’ but ‘ownership one step down.’ The board stands in on behalf of those who morally, if not legally, own the organization. The board’s role, then, is to understand the values and perspectives of this ownership and ensure those are reflected in the policies which direct and control the organization to achieve the appropriate results and avoid unacceptable circumstances.
If a board were to take that position, it would naturally follow that the board chair is not the de facto CEO, but rather a servant leader for the board. The chair’s role would decidedly NOT be to instruct the CEO, interpret board discussion for the CEO, or be the CEO’s advocate at the board table. The chair’s role instead would be to ensure the board follows its own processes consistently, to ensure that meeting agendas are appropriately structured to keep the board focussed on its own work (not the CEO’s), and, as described by Shekshnia, to help all other board members succeed in their role as owner representatives.
*(Shekshnia, Stanislav. “How to Be a Good Board Chair.” Harvard Business Review March-April, 2018: 96-106.)