Board relations 101

Effectively dealing with directors is critical — but it’s not something you learn in school
By Liz Bernier
|Canadian HR Reporter|Last Updated: 03/31/2014

Dealing with the board of directors is a critically important task for senior executives — yet there’s usually no formal training or preparation on how to do so effectively.

“The higher any executive rises within an organization, the more time he or she is going to spend interfacing with the board — whether that’s the CHRO, the CEO, the chief financial officer. Yet, amazingly, most people receive absolutely no training or guidance,” said Beverly Behan, New York-based president of Board Advisor, at a recent Strategic Capability Network event in Toronto.

“When you take an MBA or a law degree, nobody teaches you how to work with a board of directors. Most people learn that from watching their boss, and they pick up good and bad habits along the way.”

Behan discussed some classic boardroom mistakes, as well as HR priorities such as CEO succession planning, in a panel discussion with senior HR professionals — and veteran board members themselves.

Creating engagement in the boardroom

Before anything gets accomplished, the senior management team must know how to communicate effectively with the board. And most of that communication takes place during presentations, she said.

One of the most common pitfalls is failing to engage with the board as an audience, according to Pierre Lavallée, senior vice-president and chief talent officer at the Canadian Pension Plan Investment Board in Toronto.

“Presenters who look at the screen and point to the screen (without) looking at their audience to see what is it they’re interested in usually flame out — because they have no idea what’s going on around them,” he said. “The worst mistakes, I’d say, are reading slides instead of telling a story, and just generally too much material.”

Also, people should avoid “wildly over-answering” questions that only require a simple response, said Lavallée.

“The most important thing to keep in mind is every organization has to do what I call ‘Keep it natural.’ Because people can smell a situation that’s unnatural,” said Geoff Beattie, former CEO of the Woodbridge Company and current board member of General Electric, RBC and Maple Leaf Foods, based in Toronto.

“The thing that I think really effective CEOs do is they take on the responsibility of ensuring that there’s engagement… We’ve all been in those rooms where we look around and people are on their BlackBerrys, they lack that sense of engagement. Invariably, at the end of the session, (everyone) is dissatisfied.”

To avoid some of these rookie mistakes, HR might consider offering training for executives on how to work with boards — an initiative Sun Life already has in place, according to Carrie Blair, executive vice-president of human resources at Sun Life Financial in Toronto.

“When we have new folks, who actually are presenting for the first set of times, we actually do bring in external communications consultants to really get them grounded in… how do you present, what’s the right content, how do you make sure you’re landing the key messages and telling the story,” she said.

“For some of our most seasoned executives… we’ve actually done some real work with them around how do you answer those direct, sometimes more aggressive questions you can get from a director?”

CEO succession planning

Effective communication with boards is important for innumerable reasons, but perhaps the most important is the board plays a key role in choosing the organization’s next CEO.

“So much is said about compensation but probably the board’s single most important decision is who’s going to be the chief executive officer,” said Behan.

“This is a real fruitful area for boards to pick up their game — and where you may be able to help them.”

That single decision is one of the most important things a board is tasked with, according to David O’Brien, former president and CEO of Toronto Hydro and current board member of OMERS, based in Toronto.

“That (new CEO) will be the outward face of the board, that’s the individual that will be most recognized out in the marketplace… but, equally important — and people forget this often — is it’s also the person that is inwardly facing.”

OMERS just went through a CEO transition that took two years to put into place. They eased the new CEO into the role over a period of months, said O’Brien — first, by attending meetings alongside the current CEO and, eventually, by standing in for him.

“So when we made the announcement, there was not a pushback in the marketplace,” said O’Brien.

“Everyone should have a succession plan for the CEO. Don’t wait for the CEO to get hit by a bus. The worst thing you can do is to have no leadership in an organization.”

One pitfall in the succession planning process is when the current CEO is reluctant to leave and becomes less than co-operative, said Beattie. Another is when the process is based on a rewards system instead of merit.

“The role of CEO succession, far too many times, is a reward system for a job well done, as opposed to a rigorous, disciplined process of saying, ‘What do we need going forward?’” he said.

Often, companies hand over the CEO position as a reward for doing a good job instead of really critically looking at whether that person has what it takes for the role, he said.

To help avoid that pitfall, HR should identify and consider external candidates as well as internal ones, said Blair.

“It’s your job not only to create internal succession but to know who the best people are in the marketplace and to be identifying those people — and, where you can, forging relationships with them… so that when the day comes that the board makes the decision, they at least have options.”


COMMENTARY

Boards more active in CEO succession planning

By Karen Gorsline (Strategic Capability)

The panel on maximizing boardroom effectiveness focused on three areas: presentations and pre-reading; the relationship between the CHRO and relevant board committees; and CEO succession planning. While the first two provided helpful reminders and useful insights, the discussion on CEO succession planning provided the most food for thought.

Boards have become much more active in CEO succession planning as it has a significant impact on an organization’s future. The CEO is both the outward and inward face of an organization.

The days when a CEO picked board members who would rubber stamp the executive’s direction and decisions have been chased away by events highlighting the board’s accountability to shareholders.

Boards now more fully recognize they put the executive in place and are directly responsible for appropriate oversight and governance of her actions. Boards see an opportunity to improve their governance by having an emergency, long-term succession plan for that most senior executive.

There are a number of things boards are doing on this front:

•Engaging the current CEO in CEO succession planning — this creates an understanding there will be a time to step down when others are ready to move forward, and also establishes opportunities for the current CEO to look forward to new challenges.

•Looking at potential successors from within as well as outside the organization.

•Constraining the existing CEO from using succession as a form of reward system.

•Staying more involved in coaching and developing the board-CEO relationship over the initial few years.

•Identifying future competencies needed by the CEO.

•Dealing with issues around the participation of former CEOs and founders in board activity.

Are these things enough? No. Most efforts are focused on improvements in the current context and do not incorporate enough thinking in terms of the future shape of the organization. Organizations need to be asking forward-looking questions such as:

Is the organization considering all of the relevant business futures as part of talent development and succession planning? Many years ago, Shell started actively mapping out multiple scenarios, including extreme or radical situations where the business model would need to be drastically altered, impacting the required capabilities of the executive and workforce.

IBM, well-known for talent development and internal succession, actually faced the need to bring in external leadership as it moved from a hardware manufacturing, sales and service organization to a consulting and service provider model. Organizations must consider: What shift in business can be anticipated? Can internal talent prepare to take on new ways of conducting business, and could awareness of the potential change be used to contribute to higher executive engagement and broader capabilities?

Is up the only way? For many years, organizations have been encouraging career thinking that lateral moves are excellent opportunities to learn and provide new experiences to promote retention and engagement. However, once an executive indicates a desire to be a CEO or is identified as a possible CEO successor, the organization is set up to have one “winner” and multiple “losers.” There has been significant investment in all of the potential successors — is it OK to just accept that the “losers” will likely leave because they wanted to be CEO? Is there a way to have all CEO contenders identify multiple career objectives in addition to CEO?

CHROs need to broaden their sightlines beyond supporting the board human resources committee with traditional approaches to talent and succession management. They need to use the opportunity to engage both the senior leaders in the organization and the board committee chairs in planning that is more future- oriented, considers new and different scenarios, and looks at creative approaches to developing, engaging and retaining the best senior leadership talent for the organization.

These human capital assets represent a significant investment over a long period of time. Mitigating the risk of losing that investment is well worth the attempt to think outside the box.

Karen Gorsline is SCNetwork’s lead commentator on strategic capability and leads HR Initiatives, a consulting practice focused on facilitation and tailored HR initiatives. Toronto-based, she has taught HR planning, held senior roles in strategy and policy, managed a large decentralized HR function and directed a small business. She can be reached at gorslin@pathcom.com.



Directors are people too – poor meetings bore them

By Dave Crisp (Organizational Effectiveness)

While listening to SCNetwork’s blue ribbon panel outline what executives do wrong in board presentations and how the relationship between CHRO and board members should be evolving, I was most struck by the bits of human nature that get in the way.

One might think the most effective communication occurs at the top end of companies — otherwise, how could everyone else be expected to be clear and deliver results? The panel unmasked the deep flaws behind that assumption.

Almost all of the discussion revolved around the importance of simple, clear communication when conveying information, regardless of the audience.

Ideally, presentations would also address the audience members’ individual points of view or interests (perhaps prejudices or predispositions might be more accurate).

Back in the day, high school teachers would slightingly refer to this as a need for “spoon-feeding.” Of course, it just makes sense to put information in terms listeners want. It’s not really spoon-feeding but good business.

Without careful preparation, the panel noted, board members will drift off, tune out, not understand their roles, make assumptions, ask off-topic questions or derail the conversation — sometimes for no reason other than they’re frustrated by too much information or too little, or lack of clarity or a sense they’re being bamboozled or kept off topic by their executive team.

It’s human.

And on the executive side, noted the panel, some CEOs purposely flood the board with information to keep them too occupied to ask good questions the CEO doesn’t want to answer, or to drag board members into decisions the CEO wants, without regard for listening to what these wise people — whom they supposedly carefully selected as advisers — have to say. Been there, seen that.

These problems are the same sorts of communication issues at every level of an organization. Would we expect any different just because the entire future of a business, everyone’s jobs and livelihoods depend on working effectively together, or because board members were specifically recruited to add value via their opinions?

When meetings go wrong at any level, there will be people who simply react, whose behaviour becomes more retaliatory or oriented toward “Take over, do it my way” instead of being helpful. Get any group of people in a room and it’s not possible for each and every one to have things flow as they personally would have them. That may mean people engaging in power struggles, tuning out or expressing frustration.

Whoever is in charge of a meeting, whether it’s the CEO, board chair or a lower-level leader managing a team, she has to walk a fine line between allowing and encouraging full discussion versus guiding and keeping everyone on track.

The more powerful the attendees, the more egos in the room, the more difficult this becomes. As the panel noted, only ongoing dialogue and conscious planning pave the way for productive discussion, which is the sole purpose of any meeting at any level.

Only one thing makes meetings at any level productive — once again, we recognize that is collaboration, today’s newest imperative. It’s good to see senior board experts acknowledging and promoting that. It’s great if you can get everyone in your organization working on this basis.

Every project gives growing managers a chance to prepare. If they all do, then eventually there will no longer be a need for separate sessions on what makes board or executive meetings effective, everyone will bring that knowledge with them as they are promoted up the line.

Dave Crisp is a Toronto-based writer and thought leader for Strategic Capability Network with a wealth of experience, including 14 years leading HR at Hudson Bay Co. where he took the 70,000-employee retailer to “best company to work for” status. For more information, visit www.balance-and-results.com.


All execs must master art of influencing the board

By Trish Maguire (Leadership In Action)

As corporate governance becomes more complex and regulatory compliance grows increasingly challenging, companies need boards to help them meet more than just basic strategies.

Consequently, being able to effectively influence the board has become a critical capability — and one that is no longer the sole responsibility of the CEO. Every member of the executive team needs to master the art.

Experts like Beverly Behan, who study the effectiveness of boards, generally agree it’s no longer
sufficient for directors to be the only ones to: fully understand and actively engage in an organization’s operation; have clearly defined roles; and be in agreement and alignment with the organization’s vision, mission, strategies and operational plans.

Senior executives share those same responsibilities. The recent Strategic Capability Network panel moderated by Behan highlighted a number of common mistakes leaders make that marginalize their ability to engage and influence directors.

Some of those frequent mistakes included: presenting too much information while presenting; reading slide material verbatim; being too vague about desired results; inability to present a compelling case; insufficient evidence on key issues; little interaction with the directors; and being less than succinct or clear with the message.

The question we need to ask is this: If these are common mistakes at the board level, then what’s the likelihood the same mistakes are happening between leaders and their own teams?

Since the panel‘s objective was to provide insights about how leaders can maximize their effectiveness with boards, I’m curious about the lessons leaders were left with.

How many leaders left thinking about what they could do with this feedback to improve the level of influence for themselves and other leaders? What current practices would need to be changed, where would they start and who should be included?

One thought that came to mind for me was a great twist on an old saying from the “continuous improvement” era: “If you keep doing what you always did, you will get what you always got.”

For leaders, that idea might be worthy of some further thought.

I am even more curious as to whether these shortcomings and mistakes indicate a larger challenge. How systemic might these practices be within corporate Canada?

If senior leaders find it challenging to present or communicate effective, compelling strategies and information to the board, how is that affecting their leadership within their own organizations?

Might this be hindering progressive decision-making? How might it unintentionally send ambiguous or mistaken messages?

Is it conceivable that such ineffectiveness is fostering greater indecisiveness and lacklustre execution from managers and their teams?

Trish Maguire is a commentator for SCNetwork on leadership in action and founding principal of Synergyx Solutions in Nobleton, Ont., focused on high-potential leadership development coaching. She has held senior leadership roles in HR and OD in education, manufacturing and entrepreneurial firms. She can be reached at synergyx@sympatico.ca.

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