1. A willingness and commitment to get to know the organisation and the environment in which it operates. Loading a board with industry insiders creates its own problems but that does not mean that industry ignorance is a prized quality either. This is part of the board’s preparation for the occasional hard choices it must make about, for example, which options to choose and where to put the organisation’s resources. Individual board members must, therefore, be committed to continually improving their understanding of the characteristics of the organisation and its industry. This means reading background material the chief executive sends out and seeking out additional material. It means making time to undertake site visits and to drop in from time to time to where the organisation does business. (It is important to be careful when doing the latter, however, not to cut across relationships or initiatives that management or staff have in train).

2. Regular attendance at meetings. When directors miss meetings, they fall behind in their understanding of the chief executive’s circumstances and thinking. The same is true for a missing director’s ownership of the board’s collective awareness and decision-making. Meeting minutes are no substitute for being present and part of the dynamic and shared learning of the meeting, even those held by telephone or video link. At best, missed meetings create additional work for the chief executive to help bring absent directors up to speed. It may even force a re-run of the meeting and perhaps relitigation of the board’s decisions the next time a missing director is back at the board table.

3. Adequate preparation for meetings. Nothing upsets a chief executive more than slaving with their teams to prepare, in good time, quality papers and reports for board meetings and then have directors, by their comments and questions, show that they have not read them. Almost as frustrating is when a director has read the papers but asks questions at the meeting about the material that wastes the board’s time and could have been satisfied before the meeting. Such queries directed back to the chief executive before the meeting might also help identify the need for additional information or clarification to help the whole board’s preparation.

4. Full participation in the governance process. Smart chief executives seek to benefit from the collective intellect, wisdom and counsel of their boards. Chief executives occupy a lonely and at times isolated position. In some ways they are also too close to the action and need the comparative detachment, objectivity and constructive criticism of a board. A chief executive does not want to find out too late that a director has a different point of view from that put forward by management (or by another board member) or has important information which could have been shared. Such a failure can detract materially from the board’s understanding of a situation or its assessment of a proposal. Even worse, it can create the impression that a board member is deliberately withholding information or standing apart from the collective responsibility of the board’s decision making. If this occurs regularly it can seriously undermine trust between the board and the chief executive, and within the board itself.

5. A commitment to teamwork. Chief executives expect effective teamwork with their boards. The two have a symbiotic relationship—neither can function successfully without the support and effective performance of the other. Both must be committed to achieving a high level of teamwork. This is very difficult if a board defines its role, as some are encouraged to, as simply one of ‘supervising’ management. Some theories (e.g. agency theory) contend that chief executives are primarily out for their own interests and advocate that boards are vigorous watchdogs on behalf of shareholders. Transferred to the boardroom, this thinking encourages a cynical, pessimistic and untrusting approach by the board to its relationship with the chief executive that discourages rather than assists the necessary teamwork. An effective relationship between the chief executive and board can release tremendous energy for the good of the organisation and all those who depend on it.

Effective teamwork between board and chief executive cannot, however, occur unless there is effective teamwork within the board itself. This means the board must develop techniques to facilitate effective communication and allocate enough time to refine and come to grips with important issues. It means individual board members should behave with courtesy and respect toward each other, keeping a reasonable rein on their egos. 

To demand and encourage tough and unpopular views to be tabled and argued vigorously, a board must develop a culture of teamwork and collegiality. A board whose members are just a collection of individuals is likely to lack not only mutual respect and admiration but also the commitment to tackle difficult issues.

6. A commitment to speak with one voice. Many chief executives face the challenge of a board that lacks the ability or discipline to make timely decisions and give clear direction. For some this represents an opportunity—when a board is divided or has no clarity of thinking, the chief executive can act as he or she sees fit. For other chief executives this type of situation is loaded with risk. Because they can never be quite sure who is calling the shots—the board as a whole, the chair, or an individual director(s)—they must constantly assess whose instructions or directions it is safest to follow. Even a chief executive who may enjoy the thought of having a board that lacks sufficient coherence to give direction will benefit from a board that speaks with one voice.  The best board for a chief executive to work with is one that is sufficiently disciplined to work issues through until it can state clear directions and policies within which the chief executive is expected to work. The collective commitment of a board to an agreed course of action considerably reduces the risk that any of its individual members (including the chair) will attempt to separately instruct or direct the chief executive according to their own agenda or preference.

7. A collective commitment to improvement. Boards expect outstanding (and continuously improving) performance from their chief executives. Every chief executive also hopes that his or her board will take responsibility for, and commit real effort to, becoming a better board. That requires not only the will and the commitment of significant resources—including the board’s time and attention—but also a process for systematically setting board and individual director performance expectations, defining performance improvement milestones, and measuring progress towards those. If a board concentrates on doing its own job well it is less likely to use its time trying to tell the chief executive how to do theirs. Don’t wait for your chief executive to have to prompt your board to define its own performance standards and accept responsibility for its own performance improvement.

8. Sincere support for the chief executive. In most organisations, each board member is expected to have a demonstrated belief in the worth of the organisation’s mission and initiatives. As a key part of this, the chief executive deserves respect and loyalty—the office if not the individual who occupies it. The board should demonstrate respect for the chief executive’s expertise and grant them the freedom to exercise their experience and professional judgement within reasonable, clear board-set boundaries. This is not blind loyalty, but it does mean accepting (until proven otherwise) that the chief executive and executive team are good, competent people. Undermining confidence in the chief executive by being critical about them to people outside the organisation may be common for individual board members seeking to find favour with constituents. It is also a certain way of weakening not just the chief executive but the board and the organisation as a whole.

Directly expressed moral support and encouragement for a chief executive is indispensable but, regrettably, is often missing. A board should not be drawn, as some are, into becoming a mindless cheering squad but, as someone once said, “positive feedback is the breakfast food of champions”. At the very least, chief executives should expect to be given timely, honest and open feedback about their performance.

A board has a vested interest in seeing that its chief executive is the best performer he or she can be. When new chief executives start out they are unlikely to have everything they need to be the complete contributor to the organisation’s performance. They therefore need to hear from the board about anything that might help them see things more clearly or operate more effectively. Chief executives should never be taken by surprise about the board’s view of their performance—even if it means a board advising that it is facing up to the possible need to seek a new face (and skill set) at the top. For the board the essence of this challenge has never been more succinctly put than by William Adams:

If you don’t like my approach to the job, and don’t tell me, you are (to be frank) cowardly. If you like the way I go about my job, and don’t tell me, then you are missing one of the great motivators of all time: positive reinforcement.[i]

Remember that few board members have as much at stake in the organisation personally as the chief executive. The very least they are owed is a chance to maintain their reputation and livelihood. If, given a clear understanding of the board’s expectations and a reasonable opportunity to meet those, a chief executive does not have the board’s confidence, he or she deserves to be told that and be helped to exit the organisation in a dignified and constructive manner.

Conclusion

Successful governance performance requires a successful partnership between board and chief executive. It is a reciprocal relationship. Both the board and the chief executive have reasonable expectations of each other. Every board must know what it takes to find and keep motivated the best chief executive they can afford to get. Being able to confidently check off these eight expectations will be a very good start. If you don’t already know how your chief executive might rate your board, we suggest you find out PDQ!

Assessment Tool - How Does Your Chief Executive Rate Your Board?

Does your board meet your chief executive’s expectations? Assess your board against the following eight basic expectations (see the text for an explanation of each) and then ask the chief executive to do the same. Is there a gap between the board’s perception and the chief executive’s reality? Where is the board coming up short? What other expectations does your chief executive have of you? What steps should you take to address any issues that are revealed?

If you scored:

64 or more—well done! You are keeping up your end – but don’t get complacent

48-63—not bad but mark your report card ‘could (and must) do better’

63 or less—Houston, we have a problem!

[i] William W Adams. What the CEO Should Expect from the Board. Director’s Monthly, July 1996.