Where do I fit? 

While both board and executive team are implicitly working towards the success of the organisation, there is a two-way power asymmetry. The board is at the top of the organisational hierarchy—the employer of the chief executive and, indirectly, of subordinates to the chief executive. However, despite its positional power, the board also depends on the executive team—both for the information directors need to govern effectively, and for delivering organisational operational performance.  

Board and management must both acknowledge the structural and functional tension inherent in this, at times, skewed relationship. As an essential component of a productive relationship between board and management is trust, directors must frame the relationship as collaborative, not adversarial. [1] Both board and management need to accept the basic imbalances in the relationship and move beyond those to find ways to work together in a complementary and, ideally, synergistic manner.  

New directors must also find out where they fit with their board colleagues. Even good induction practices often fail to acknowledge and address the potential impact on board dynamics of changes in board composition. In high-performance sport, changing even one member of a team can alter the way the team plays—and so it is in the boardroom. A new director is never a clone of the person they replace, and they start with only limited knowledge of the preferences and capabilities of their new colleagues and the relationships between them. 

What is going on? 

Given these challenges, what do new directors (particularly those coming to their first substantive directorship role) need to be sensitive to, and how can they build a constructive and mutually respectful relationship with their board and executive colleagues? 

First, let’s acknowledge that being a non-executive director, while rewarding, can be a tough job. Responsibilities both collectively and individually are serious and mostly increasing. A new director may know relatively little about the company or the sector it operates in. He or she may get a cursory induction, then go straight into board and committee meetings.  

Performance information is likely to be somewhere along a continuum from perfunctory to so detailed that it is hard to get any meaningful, big-picture overview. The capability of the executive team may not be immediately apparent and attempts to elicit information may meet with both active and passive resistance. It may take quite some time for a new director to figure how he or she is going to be able to add value to the board and the company. 

In the relationship with management, it is not unusual to find that respect for directors does not come automatically. Indeed, some executives might even harbour resentment towards the non-executive directors on their board. Part of the problem is that boards create work for executives. Unfortunately, many executives don’t understand or are reluctant to accept that informing, advising and asking permission from their board—and doing these things well—is an integral part of their job, not an optional extra.  

Some executives are inclined to characterise their boards disrespectfully and at times quite negatively. One common allusion is to independent directors being like a flock of seagulls who appear occasionally, flap around, squawk a lot and splatter guano about before flying off again. In this vein, Leighton and Thain quote the senior vice president of a large Fortune 500 company: 

Our board of directors is like a bunch of ants running around having meetings on top of a big log carried by a turbulent current swiftly down a river. [2] 

Simon Laffin couches this kind of disregard in yet another way. He refers to executives feeling that directors come to a board meeting to mark their homework when what they are really looking for is applause. [3] Some negativity should not be unexpected because, as Laffin also points out, it is just human nature to be irritated if, for example, directors come up with promising ideas executives hadn’t thought of or questions they hadn’t anticipated.  

Proceed, but with caution 

Laffin offers a range of tips for directors to smooth their entry to a board and he pays particular attention to the relationship with the executive team. 

1. Avoid stating the obvious or asking questions implying that the board is not in good shape or that executives don’t know their jobs. This is important, particularly for directors who still have their training wheels on, but, by the same token, the board (and the executive team) shouldn’t waste the intelligent naïveté of a freshly minted director. A newbie’s inquiries couched in the right tone and language can have a beneficial impact on both board and management thinking. The tendency to default towards status quo thinking comes too quickly for some directors. An understandable reluctance to risk ‘rocking the boat’ keeps some new directors quiet for too long. To the detriment of the board, new board members gradually lose the acuity of their initial impressions. 
   
   
2. If you see errors or omissions in the papers, try to point them out privately outside meetings. Preferably do this before rather than during the board meeting. It saves potential management embarrassment, and most executives will find it helpful. You will win no friends playing ‘gotcha’ in a board meeting, particularly if people suspect your motive is to try and demonstrate how smart you are. 
   
   
3. Try to ask questions arising from reading advance paperwork directly by telephone or email before the day of the meeting. As well as for the chief executive this is also helpful to the authors or those presenting papers because it helps them prepare for the meeting and even to circulate much needed explanations or additional material. In this context you must also understand what the board’s protocols are for contacting executives other than the chief executive. If you have standing permission to go directly to second-tier managers or lower, you should also let the chief executive know you have done so. [4] 
   
   
4. Try to ask questions in board meetings only if they have just occurred to you or will elicit an answer that you would like everyone to hear. By offering this advice we don’t imagine Laffin is suggesting you blurt out any old question as it comes into your mind. As far as possible, questions should always be well considered, well timed and ‘additive’, helping to move the board’s dialogue along in the right direction.  
   
   If your question is to be the catalyst for an important board discussion that might not otherwise occur, you might want to discuss your intention with the chair so that s/he can help you contribute it at the most opportune time. Chairs dislike being ambushed in a board meeting as much as executives. Again, the aim is to make the recipients of your questions less defensive than they might be if they are caught out, and to ensure you get a useful response.  
   
   Another bugbear for directors and executives alike is when directors take up valuable board time raising irrelevant matters or that have listeners thinking sceptically about the motive behind them. Another problem is questions about matters of little substance. And no-one likes pedants or ‘nit-pickers.’ 
   
   
5. Keep interventions and questions short. Laffin offers this advice on the assumption that the longer you go on, the more frustration and even anger may build in others. From our experience we would say that this depends on the materiality, value, and timing of what you want to say. For example, attempts to relitigate matters your colleagues consider settled will not be well received. And if you are simply trotting out (yet again!) a personal hobby horse, expect at least some obvious body language (eye rolling, exaggerated sighs, and the rest).  
   
   
6. Don’t confuse asking a question with making a speech. There is a time for both, but not at the same time. While it seems obvious, it is surprising how long-winded some people can be. The question may be hard to find or to recall from among the verbiage. If you need to set context for your question, tell them so they can follow your narrative knowing there is a point worth waiting for. 
   
   
7. Try to raise important questions or points early in the discussion. Laffin’s point is that this is better than dropping them in ‘like a depth charge’, just as the chair is drawing discussion to a close. This is the ideal but sometimes you just have to be patient and wait your turn—another reason it is wise to let the chair know first if you feel you have something really important to say. 
   
   
8. Use cautious language, with plenty of conditional tenses and get outs. Non-confrontational, self-effacing language is an effective way of making an inquiry. In our work we talk about the difference between ‘learning questions’ and ‘judging questions’. The latter are directly or indirectly judgemental of the recipient of your question and put them on the defensive. On the other hand, if you frame your interest as a query (eg, “Can you help me to understand…”) or in some other form of conversational opening (eg, “I was wondering if…”; “Perhaps this might be an issue…”) you are likely to get a more open and informative response. 
   
   
9. Offer to meet separately. If, for example, the discussion goes on for a long time or generates some unwelcome heat, you might suggest that you would be happy to pursue the matter away from the board meeting. This allows the meeting to get back on track and acknowledges that your interest in the matter may not be widely shared. 
   
   

Boards and board meetings can be overly sensitive places. Good boards operate processes that inform all participants, pooling knowledge and experience to produce deeper understanding and better decisions. Ignorance, poor process, and a lack of individual sensitivity can stoke resentment and generate dysfunctionality.  

We suggest, in the context of these matters, two particularly important initiatives a board can take: 

1. Ensure that both directors and executives in regular contact with the board have sufficient professional training to understand the board’s role and responsibilities and how to behave in a helpful and constructive manner in that environment. Training executives in governance-related matters is widely neglected, so they are often underprepared for a critical component of their role—partnering with the board in the joint but complementary components of the leadership of the organisation. [5] 
   
   
2. Boards should explicitly develop the kind of questioning culture described in our article in an earlier issue. [6] 

Notes  

[1]. We still hear directors who describe their role as ‘keeping the chief executive honest’. That attitude owes much to agency theory, a cornerstone of much early thinking about corporate governance. It views corporate behaviour in terms of a series of transactional relationships between ‘principals’ and ‘agents’. It is a central tenet of agency theory that agents (in this case executives) are inherently disposed to exploit their principals (in this case, the board).  

[2] David S R Leighton and Donald H Thain (1997) Making Boards Work (p.51) 

[3] Simon Laffin (2021) Behind Closed Doors: The Boardroom – How to Get in, Get on and Make a Difference (Chapter 4) 

[4] Of course this assumes you will routinely get the board pack in reasonable time to read and think about its content. If that is not the case, you may not want to stay on this board for too long. It suggests that not only is the board not getting the respect it deserves from management but that the chair of the board is incapable of changing that. 

[5] In the essential primer on organisational governance, Servant Leadership (1977), Robert K Greenleaf discusses the importance of having two complementary leadership vantage points and roles: the external stewardship leadership (the board) and the internal, day-to-day operational or administrative leadership (the executive team). 

[6] ‘Effective Questioning in the Boardroom - Inquiry or Inquisition?’ Good Governance #75, June 2021.