Notes from “The Imperfect Board Member” by Jim Brown

The board’s job is to DIRECT and PROTECT.

To DIRECT and PROTECT, the board must:

• CONNECT - get to know each other’s strengths, biases, etc.;
• EXPECT - have a shared understanding about what directors and the board are expected to do;
• CORRECT - deal with breaches of expectations to keep board performance high.

And with regard to the CEO, the board must:

• SELECT - choose and appropriate person to lead the operations;
• INSPECT - monitor progress of the organization against the plan.

Begin meetings on time - everyone is penalized by delayed starts.

Draw out the thinking of quiet members; limit the contributions of outspoken members.

Use structured activities to engage everyone in the discussion rather than simply relying on everyone speaking up at the board table.

The “Secret Formula” clarifies the roles in an organization and how those roles relate.

When the single straight lines of communication, authority, and accountability get broken, confusion, and chaos result.

It is manipulative to use my customer role or “hat” in the boardroom and expect to be heard as owner and director.

Following the straight lines of communication, authority, and accountability avoids confusion and chaos.

Boards do not ask for or accept recommendations - a recommendation is a decision in disguise.

Boards DO ask people to bring options with pros and cons so they can make an informed decision.

Making time for the whole board to be properly informed and jointly convinced about a new direction is more appropriate than pushing forward.

Management team shouldn’t spend much time talking to customers unless there are big problems - special arrangements with key customers are an exception.

We see a pattern of people doing “end runs” around the person or role above or below - STOP THIS.

Don’t allow a problems to come up to management team unless the next level of managers has been been unable to resolve them.

CEO to avoid giving direct orders to staff reporting to others on the management team.

CEO needs to be more consistent in communicating board decision to whole management team, not just some individuals.

Only CEO is “formally” connected to the board, not others on management team - so pass info through the CEO, don’t accept orders from board members.

Deliver meeting package to directors 10 days in advance.

Provide agenda with time lines.

Include a 1-page “progress at a glance” report summarizing strategic targets and status of each vs. projections.

Organize background info for each agenda item and note as “need to know” or “nice to know”.

Aim for monthly reports with bi-monthly meetings 3-4 hours long.

Problems arise when board members talk as customers and expect to be heard as owners.

The secret to effectiveness is understanding the different roles within an organization and how those roles relate.

Hope is a choice. Add to it perseverance and that’s what changes the world.

Sometimes we inadvertently reward the behavior we don’t want tand fail to reward the behavior we desire.

Making time for the whole board to be properly informed and jointly convinced about a new direction is more appropriate than pushing forward.

Boards don’t need to hear how busy the CEO is - they need to hear about the results.

The only way a board can responsibly do its job without meddling is by monitoring very well.

The best boards keep their noses in the business and their fingers out.

It’s the CEO’s responsibility to implement, not the board’s. If board members assist, they do it under the operational leadership of the CEO. Be aware that some board members find this difficult.

The problem is, most board cultures are developed by default, not by design.

Just because it’s common for CEOs to ask for forgiveness rather than permission doesn’t mean it’s acceptable.

Beware of the “board of protectors,” because it will focus on minimizing risks rather than maximizing opportunities. Boards must direct and protect.

Organizational Results are a product of all the efforts of everyone in the organization. The board’s responsibility is simply to reflect on these results.

Recognizing an organization’s purpose-centered ownership clarifies how people would have an ownership stake in a non-profit.

The key word for boards regarding owners and their expectations is respect.

The board’s role with its Prominent Leadership is to select, redirect, and - if necessary - eject.

There are always risks in delegation. But delegation is the road to multiplies results.

Monitoring the results the CEO has achieved compared to the plans and policies set by the board is how the board fulfills the responsibility to inspect.

Board members must feel the impact of their decisions and their leadership as much as, or more than, any other shareholder.

The board’s position is not management one step up, it’s ownership one step down.

Remember that a best practice is for committees to make no recommendations. This illustrates how the committee can truly support the board’s work without bringing a recommendation. Every board member deserves to understand and weigh in on this highly important decision.