By Debra CopeIn an ideal world, the board of directors is a group of equals, led by the chairman, and each member is as willing as the next to speak up and make his or her voice heard. But sometimes even the best boards get out of balance, and one of the symptoms of imbalance is when relatively few people dominate discussion. The job of bringing equilibrium to board discussions falls to the chairman.
ABA Chairman Jeff Szyperski, chairman and CEO of Chesapeake Bank, Kilmarnock, Va., said his bank has kept this sort of conflict out of the board room in a number of ways. His board has relatively long tenure, and all major committees are headed up by a director other than himself, ensuring a high degree of independence. An open-door policy is also important. “Each of our directors, especially those that chair one of the committees, are great communicators and will not hesitate to contact me if they have a question,” Szyperski said.
Still, the struggle to be heard is real. Directors Briefing asked board chairmen and governance experts to offer their insights into ensuring that all directors have a chance to be heard. Excerpts follow.
Look in the mirror
Some boards may have alpha or dominant directors—and if you can’t identify the violator, it may be you.
If one or two board members are drowning out others and dominating the conversations, the chairman or the CEO needs to be willing to step in and do something about it. This most likely would involve scheduling a private meeting to make directors aware if they are having a negative impact. Encourage them to listen more and to talk less for the good of the board as a whole.
The chairman also needs to solicit comments from quiet or disengaged board members and reinforce the value of that engagement. If that encouragement doesn’t yield results during the board meeting, the chairman can meet privately with them to find out why they aren’t engaged or to talk about how and where they can add more value. Maybe they just aren’t experienced board members and the bank needs to be willing to send them to a board education opportunity or two to give them more confidence and make them a more productive and valuable board member.
If the dominant board member is the chairman, it gets more complicated. That will probably call for a meeting with the chairman by the vice chairman and/or the CEO to talk about the problem. These are never comfortable meetings but without the discussion, it will only get worse and ultimately cause more board members to become disengaged or maybe even leave the board.
—Jeff Plagge, President & CEO, Northwest Financial Corp., Arnolds Park, Iowa
Set the tone
The board chair sets the tone and should make sure meetings are conducted in a professional and respectful manner. An alpha director can be very destructive, negatively impacting the rest of the board.
The chair must have the knowledge, experience and confidence to control any directors that are out of line and not let them take control of discussions. This can be done in a professional manner, by expressing appreciation while making clear that the opinions of several other directors are wanted. If this doesn’t work, a private discussion with the director can be helpful.
The chair needs the humility to know they do not know everything and to impress upon their board members that the board is only as good as the input of the entire group. The chair must make sure all board members recognize and appreciate the value each member brings to the board.
Our board ranges in age from 37 to 92. All of them have an equal voice. They ask questions and voice their opinions. As chair, I continually remind our board of the importance of their input. I can’t know everything, and a “yes person” does us no good. Directors know I am counting on them to bring their voice of knowledge and experience to each board meeting. In return, they are all comfortable in voicing their opinions and more often than not, my role ends up being more focused on keeping us on topic rather than encouraging discussions.
—Cathy Owen, Chairman, Eagle Bank and Trust, Little Rock, Ark.
Get it out in the open
First, and most important, the chair needs to establish control of the order and flow of conversation during board meetings. When the CEO is the chair and the aggressively loquacious director is a major shareholder, the lead independent director needs to become involved.
Once a year, have a full and open conversation among board members about what is going well in board meetings and what could be improved. Start with the agenda: Does it contain the right mix of topics, is sufficient time provided for discussion of key items, would changes to the agenda be helpful for the board members? Then move into a discussion of participation at board meetings: Are all directors being heard from, are there impediments to participation? This line of inquiry usually results in discussion of issues, including whether someone is dominating board conversations.
There is usually a question in annual director evaluation forms that reads “Does the director actively participate in meetings?” In a self-evaluation, a director who tends to dominate board conversations will give himself or herself a top mark in response. In a 360-degree evaluation, it’s helpful to encourage comments beyond yes or no for such a question. I’d also suggest adding a separate question: “Does the director appropriately participate in board conversations, displaying interest for the thoughts and views of others and not dominating discussions?”
—James McAlpin Jr., Partner, Bryan Cave Leighton Paisner, Atlanta
Strong personalities can make great board members, as can those who deliberate more quietly. And thus we see one of the reasons why the chair has such a complicated and important role—she or he must deftly balance the diversity of all the personalities in the room so that the board can have all the information and insights to make the best decision possible.
With companies taking steps to increase the diversity of gender, ethnicity, geography, expertise and age sitting around the boardroom table, the benefit of this broader range of perspectives is too important to be derailed by letting a single director drown out other voices.
It is critical that the chair keep the board deliberation process on track, soliciting input from board members broadly—and certain directors specifically, if necessary—to ensure that decisions are made based on full board consideration.
If there is a dominant board member who is disrupting this process, it is up to the chair either during the meeting or outside the meeting to make it clear that the board needs broader input and broader director representation into the decision being made.
Board assessments are another way in which this kind of feedback can be delivered. Another good tactic is to coach and mentor new directors. This can be especially useful for new board members who may be the lone director or one of a few representing a different background from the rest of the board, whether in gender, ethnicity, age or some other respect.
—Susan Keating, CEO, WomenCorporate Directors, West Palm Beach, Fla.