One of my favourite questions in conducting board interviews involves asking the directors, CEO and other company executives to tell me about the balance of presentation time versus discussion time in their board meetings. In other words, roughly how much of the meeting involves management presentations and how much is spent in vibrant board debate and discussion of the issues?
While most boards are quick to say that they’ve improved on the latter segment over the years, this typically involves a shift from 90% “Death by PowerPoint” and 10% “Any questions, folks?” to something more akin to 75/25. Which raises a rather obvious question: why are you using your board primarily as an audience for management presentations? If you’ve gone to the trouble to get an impressive group of directors sitting around your board table with expertise and backgrounds that are highly relevant to your business and industry, shouldn’t you be using them more as a sounding board on critical issues? Isn’t this where they can add enormous value for the company, the senior executive team and ultimately for shareholders?
Shifting that balance to 50/50 can frequently be achieved in a few months by adopting a new approach to board pre-reading materials, presentations and the redesign of board agendas. It’s a shift worth making, as it typically results in board meetings that are far more constructive for management and a lot more satisfying for board members.
A further change is in the wings: brainstorming with the board. Interestingly, it is largely CEOs who are initiating this idea—if they’ve got a really strong board, they want their best thinking on some of the toughest issues they’re facing. Board members are also beginning to advocate for these kinds of sessions. “Here’s what I want on the agenda” a board member of a global engineering company recently told me, “Give us 45 minutes of no PowerPoint and a single topic, whatever is keeping the CEO up at night. Maybe it’s a particular competitor and what to do about them. Maybe it’s about exiting one of our less profitable businesses. Or whether we should expand our Asian operations. Just let us kick it around. This is where I think the board could be hugely helpful.” He’s probably right.
But for all the benefits a board brainstorming session could provide, CEOs nonetheless fear its potential downside: walking out with a to-do list of some really off-the-wall ideas and feeling compelled to devote valuable, sought-after resources to following up simply because they were suggested by board members in a brainstorming session. Recently, however, I heard about a board in Ireland that found a way to make this concept work without triggering any of the follow-up fallout. Here’s what they do:
The board meets in an Irish hunting lodge near corporate headquarters for dinner, often with members of the executive team. After dinner, board members and the CEO retire to a parlour with a fireplace and several bottles of fine Irish whisky.
As the fire is lit and the whisky is poured the CEO says, “For the next 45 minutes, I want to brainstorm about a particular issue that’s on my mind. But before we begin, let me remind you of the rules of this game: the decision on this question is ultimately mine, as chief executive. What I ask you for tonight is your best thinking, your most creative ideas about how to deal with this problem. But let’s be clear that even if they are good ideas, I may leave tonight and never think about any of them again, nor follow up on a single one. I simply want to expand my thinking on this issue with your help. With those as the ground rules, can we begin?”
For the CEO and every director, this session is the highlight of every board meeting. On several occasions, ideas generated from it were, in fact, explored by the CEO and sometimes became a part of his final decision on how to approach the problem. However, by setting clear parameters at the outset, the CEO was able to fully explore a key issue with the board without feeling burdened to follow up any of the board’s suggestions. That’s what makes it work.
We’ve come a long way from Robert’s Rules of Order.
Beverly Behan is a New York-based board consultant who has worked with more than 100 boards of directors in the U.S., Canada and internationally the past 17 years. E-mail: email@example.com.