Introduction
The modern era of governance and its handmaiden “compliance” has spawned a plethora of rules and guides about how boards and management should do their respective jobs.
This is fine, but many situations encountered by directors in boardroom settings are not straightforward, nor can they be neatly categorised so that they can be dealt with “by the book.”
This article discusses how chairs should deal with what can often arise in boardrooms, where subjective comments, biased or pre-emptive behaviour and strong personalities can cloud good decision making.
As a corollary, management can be guilty of the same shortcomings, and management reports received by boards can vary greatly in content and format, and on occasion, are characterised by what they omit, as well as what they say. Facts can be in short supply, and opinions can often drive decisions.
The article also question why there is so much variability in board papers, not just between companies, but also within companies. It also looks at how boards of directors can understand and deal with what can be misleading reports with the underlying management behaviour and shortcomings.
Quite simply most of these issues can be put down to the fact that companies are run by groups of unique individuals with a range of personalities and behaviours. A good CEO can get the best out of his or her team, and good chairs can navigate the path towards rational, and evidence-based decisions by the board. However, it is important that the leaders, in this case the CEO and the chair, understand what is going on and have strategies to deal with them.
The board
Much has been written about boardroom personality types and how to build and operate a balanced and effective board, and also about correlating CEO behaviours with success. Understanding what you are dealing with is important, but knowing how to manage these personalities to drive success is also crucial.
To put this into context it would be interesting to know how many company successes and failures are the result of, on the one hand, exceptional individual CEOs, supported by good boards; and, on the other, poor choices of CEOs by incompetent boards of directors?
Changing CEO’s early on in their careers is not a good look but recognising problems early on may make this decision crucial.
Boards are a collective, and consensual decisions are best practice in most circumstances. Agreeing to disagree can sometimes be the only way forward where there are significant differences of view over issues, and where the best outcome for the Company becomes the key driver for the decision.
Likewise, major problems can arise where the board has significant shareholders as directors, who push their personal agendas in preference to the interests of the company. The role of the independent directors is more important in these circumstances and they need to step up and have their voices heard, over what can be dominant and aggressive behaviour.
Management
Boards have more face-time with CEOs than any other management team member, with the exception sometimes of the CFO, who can often double as the record taker, and therefore is generally present for the entire meeting. It is axiomatic that the CEO should preface and present major proposals to the directors, but CEOs vary in their abilities to do this thoroughly and objectively. At one end of the scale CEOs can have an overdose of leadership traits, characterised by hubris; whereas others struggle to present a coherent and persuasive argument, even when important information is available.
With the former, there is one celebrated case where an extremely persuasive CEO was able to convince the entire board of his SOE to go along with his view of the world, and in the process disregarded what were obvious risks, and matters which ordinarily boards would have had have a duty to address and scrutinise. “Black Hats” around the board table can be very challenging for some CEOs, but are a necessary element in board composition and behaviour. Having said that, the Black Hats need to be careful and non-confrontational in putting their views forward.
Management needs to recognise this, and address director’s concerns factually and professionally, even occasionally conceding that there are unresolved issues when seeking decisions.
In the case of an over-assertive CEO, a well-balanced board with an experienced chair will know who they are dealing with; and indeed may have had the responsibility for choosing the CEO — although this is not always the case.
This is why recruitment of the CEO is such a crucial decision, and it is important to know whom you are really employing before it is too late. Thorough due diligence with trustworthy referees can often reveal unsatisfactory characteristics and it is vital that a CEO has integrity, balance and openness in all their dealings with the board. Mutual trust is essential.
Conventional wisdom says that CEOs have a “use by” date and this is often quoted as being seven years, which is also the average longevity of a CEO in New Zealand. Equally some exceptional CEOs grow with the job and the challenge, and they should be supported by their boards and chair to go the distance, providing they continue to grow the company without taking excessive risks.
There are significant differences in approach between management and boards, and how personality and style can impact on company decisions. The board collective, more often than not, has a wide range of competencies, skills, experience and personalities. On the other hand, management can often be embodied in a single individual who has the delegated responsibility to report to the board on behalf of a team of functional managers, whom collectively run the business, operationally and financially.
As we have seen very recently with one of our SOEs, the wrong choice of CEO can lead to the hollowing out of the senior executive team and a huge loss of talent and experience. “Command and control” behaviours are no longer acceptable management styles in today’s world.
Strategy
Strategy formulation is at the intersection between the board and management, which is why good boards share the load with management in this area, and follow good process to ensure there is a high degree of ownership of the final document. Someone once said that strategy doesn’t just happen once a year, and in these uncertain times it needs to be frequently re-visited, and revised if necessary.
It can be tricky when the strategy is not agreed by all the directors, and there have been cases where this has led to “throwing the toys,” and resignation. While understandable, it may be better to stay and see how things play out, and perhaps persuade the board to an alternative view over time.
Key takeaways for boards
- Both directors and chairs need to be aware of the influence of individuals and their behaviours in the debate and the discussion which precedes decisions.
- Chairs need to know their board members and their personalities. They should be alert to where some directors may choose to take the discussion and be prepared to nudge it gently back on course.
- Similarly, individual directors should keep their own counsel and contribute objectively and constructively, particularly when management is present. Enthusiasm needs to be tempered with sound reasoning.
- Strategy is about the longer term and tactics are usually short term. Even some directors struggle to know the difference.