Ten tips for executives who want a healthy relationship with the board

This article is based on a discussion with senior executives at CNEXT Partners on June 8, 2023.

The board of directors is an invaluable source of independent experience, expertise, and judgment for the company’s senior executives. With such limited time for interaction, knowing how to build and maintain a healthy relationship is crucial for both board and management. 

Having conducted interviews with hundreds of board directors and senior executives during board evaluations over the last decade, I have distilled the following guidance for senior executives who want to build a great relationship with their board.

1. Clarify the board’s role

How involved will the board be with management? Every board is different. Private equity owned company boards are much more hands-on and designed to be so. Public company boards are very much hands-off, except when they aren't - such as in newly IPO'd companies and companies in trouble.

For public companies, directors should ideally be “noses in and fingers out.” There is a line between oversight and management but it’s difficult to define where it is drawn. Board directors who start to direct management are “fingers in”. Those who ask intelligent questions that address the big picture, uncover risks, identify opportunities, and challenge assumptions are “noses in”. 

The key to a successful relationship is to understand what kind of board you are dealing with by talking to the board chair and/or CEO. Discover what directors know, what they don’t know, and where they can add the most value.

2. Balance presenting information and encouraging discussion

Most senior executives have to appear before the board at least once a year, depending on their role. When making a presentation to the board, allow at least half the allotted time for questions, clarifications, and conversation. Board directors want to contribute and not getting their input is a lost opportunity.

Assuming that the materials have been read, some boards even prefer no presentation.

Again, clarify what is needed with the board chair and/or CEO before the meeting.

3. Make sure the board understands what you need from them

Almost every board we work with complains of management presenting and “slide flipping” for too long, taking up valuable board discussion time. Don’t be that executive.

Tell the board why you are there and what you need from them. For example, are you asking for approval or just briefing them? Be succinct and wait for the board to request further detail rather than risk a presentation that is too long. Don’t get defensive under questioning.

You may want to consider including:

• Significant competitive, customer, or supplier updates
• Major changes in the business or function since your last presentation and how that ties to the corporate strategy
• Material risks your business or function faces and how you manage them
• New hires on your direct team; why you picked them and what you expect from them

Given the current focus in boardrooms on human capital and ESG priorities and the organization’s use of AI, you can expect some questions about the impact on your business or function.

One way to determine if you have been successful is to gauge the immediate response:

• Productive, insightful questions: the board understood and was engaged
• No questions: the board was confused, poorly informed or under-skilled in that area. Or simply did not think your information was important or interesting
• Hostile questions: the presentation was distracting, perhaps did not track with pre-reading and invited the wrong assumptions. Or they do not trust your judgment or your results

4. Develop board pre-reading materials carefully

Be clear about the purpose of the discussion in the board materials you share. Board directors commit on average about 250 hours per year to each major board they’re on. Don’t give them more to read than is necessary. Clarify what is ‘need to read’ and what is ‘nice to read’.

5. Avoid following one director’s personal agenda down a rabbit hole

Some directors may not be able to resist the temptation to get into the weeds of your business or function. You can suggest that questions requiring overly detailed answers are discussed outside the meeting. Keep the conversation in the meeting relevant to the full board. Be inclusive and respectful of all views.

Follow-up requests from board directors should be materially significant and consider the cost of management’s time. You will have to rely on your CEO or board chair to help enforce that

6. Involve your team, in moderation

The board will consider your leader abilities in part by the quality of the people in your team. Exposing the bench is helpful for the board to understand succession planning.

Decide who needs to be there for each item. However, keep the numbers low by rotating your team over multiple board meetings if appropriate. Boardrooms are already full and you need to maintain space in the room for thoughtful discussion.

7. Ensure each board committee has the right level of management support

For most boards the deep dive on issues happens in committees. Think how you can provide them with the support they need to make the committees effective. 

8. Determine if board members can mentor management

Many board directors are willing to be more involved with personal mentoring of senior executives - CFO to CFO for example. Boards are also expressing interest in attending employee town halls and interacting with Employee Resource Groups. Leverage the experience of board members for advice and guidance where they show interest. Gauge whether mentoring is acceptable to the board and the CEO. 

9. Codify how board members can interact with management outside meetings

Many boards have formal or informal protocols in place to handle questions between board members and executive leaders. The protocols cover topics like:

• To what extent the CEO should be involved in the interaction. For example, should requests go through them or just copy them on the email so they know about it?
• Whether communication should be via email, voice, or in-person
• Locations and settings in which communication can take place

For public companies, it makes sense to discourage email in favor of voice communication. Emails are discoverable. 

Some boards may prefer that in-person social encounters between board directors and management be limited to formal settings to preserve the board’s independence.

10. Help with new director onboarding and continuing education

New directors need to get up to speed quickly on the business. If there is no formal onboarding, offer to help. If there is a formal onboarding, make sure your business or function is included.

Board members have extensive experience but most likely do not have a depth of knowledge in your business or function. Many have not led a company recently and have not dealt with the exact challenges you face. Offer to help with continuous education. Directors may not recall what you told them during onboarding and, in any case, things chane continuously.

#corporategovernance #boardsofdirectors #governance #seniorexecutives

Anthony Goodman is Head of the Board Effectiveness Practice at Korn Ferry. All views on LinkedIn are my own. Thanks to Pierre Heistein for transcribing the discussion and sharing his notes for this article.