- You can communicate with each other one-on-one for relationship-building or to brainstorm. On the other hand, it’s inappropriate to drive a decision process outside the board room that excludes other members of the board.
- What can you do if you go into a board meeting and you find a decision has been made already? That’s inappropriate, especially when it’s a big decision. A director has a duty to call the rest of the board on that and not let that happen. Sometimes the side conversation might be a subset of the board working offline on a specific project or a committee discussion. In that case, it is appropriate.
- One way to handle side decisions is to go quickly to the lead independent director, or the chair of the board, and say, “wait a minute, I’m not comfortable going forward with this because I haven’t been part of the deliberation. Can we pause for a moment and get everybody up to speed?”
- It’s important that directors feel comfortable talking outside the room, but also know how important it is to bring the conversation inside the room at the right time. Never bring it in when a final decision has been made and surprise the other directors in the room.
- A side-effect of having an independent chair of a board is that there is naturally more communication between the CEO and the chair, and less communication between the CEO and the other board members. Sometimes the board or committee chairs forget to include the rest of the board or committee members, resulting in everyone not having same background on an issue.
- If your chair or lead independent director is the culprit, who do you go to? Do it in the board’s private session which should happen every meeting. In the private session, the chair is just another director. Show some courage and say you are uncomfortable that this happened. If you have a good relationship with the chair, take that person aside.
- In the private session, be more upfront by saying, “I’m uncomfortable running the board like this,” because one aspect of being on a board is everybody’s equal. A director might be the board chair or the lead director, but from a legal standpoint, every director is the same. A new director has just as much responsibility as someone who’s been on the board for 10 years.
What is a typical board meeting cadence?
Different boards have different cadences. Cadence is the mechanics of how often the meetings happen, whether there are informal calls in between board meetings. Do the committee meetings happen the day before the full board or the day after?
What works best, most of the time, is having in-person committee meetings the day before, or the morning of, or adjacent to, the main board meeting.
Having a meeting cadence where the committee meetings happen on the same days gives non-committee board members the opportunity to sit in on other committees which is very useful.
What are good communication protocols between board and management?
- As a board director, you are not the boss. But it’s easy for a company executive, especially a lower-level executive, to confuse a director’s role as a boss. A director may ask a passing question or make an off-hand comment that could be perceived as a command.
- When a director talks to company executives, and especially someone two levels down, you should be extremely careful not to give anything that sounds like policy advice, a command, or dictate work.
- When you send emails or other messages, be careful with the tone or how you write it. A good protocol when communicating with someone one or two levels down is to let the CEO know, or ask for permission, unless it’s something routine for the Audit or Compensation Committee.
- Respect the chain of command. It’s generally inappropriate to send an email to people one or two levels below the CEO, unless it’s routine business for the committee.
What are typical informal board events?
- It is good practice to have dinner for the directors, or the directors plus the executives, the night before, or the night after.
- Informal events are important for directors to build trust with each other. A combination of formal and informal meetings is the right formula in terms of governance.
- It’s important to get to know each other so that you can pick up the phone and say, “this didn’t quite seem right,” or “help me understand that,” or “I’ve been thinking about this.” This also helps develop trust and allows you to learn each director’s communication style.