Before you become a board member, you feel a sense of deprivation. A feeling that if you were given the opportunity, things would be better. You would make the organization grow. It is like an aspiring politician wishing to be in parliament to make more insightful and informed legislation and contributions on the floor as if it is that easy.Mr Strategy
Many boards operate on political theories- majority rule. The only exception is the veto powers that reside with the Board chairman. However, when the chairman is weak, or they do not understand their powers, they play politics by not exercising their veto powers to settle deadlocks.
This means critical board decisions are subjected to the vote by all board members, with the majority taking the day. In a room of 7 board members, you need just four on your side to get any decision. And so, the executive will play the political game. On one side, the executive may decide to provide different information in the board packs to the different board members. If you are keen, it is possible to find one board member with detailed analysis and additional annexures in their pack. Because the packs tend to be private, you may never know whether you all were reading from the same page. Some times the CEO reaches out to the board members he thinks are ‘easy’ to talk with. He needs only four. If the Chairman is among the four, then the rest of the board members are just there to rubber-stamp because of the ‘decision-ownership’ board principle which states that once the board decides on a decision, it binds the board as a whole!
Plus, other board members may be denied airtime when it comes to contributing to a contentious issue. This is usually done by stuffing a lot of items or issues to be discussed on the agenda. The board chairman drives the board business, and of course, decides who to speak. If the agenda is long, issues cannot be thoroughly discussed.
You could be a board member but never get a chance to contribute to any agenda items – you are just not given time to speak. However, the Chairman, especially if they are working closely with the chief executive (and they should!) may call you aside immediately after the board meeting to pick your mind on the issue… yet such is a strategy to ease your anxiety so that you feel that you finally made your point oblivious of the fact that such side talk is not part of the minutes of the board meeting just ended.
To you, have a consolation, “I had a one on one with the Chairman and spoke my mind. That man is good.” Yet, your contribution at the side talk with the chair was a strategy to manage your psychologically.
A good board chairman will give airtime to each board member to comment on the issue, whether they raise their hands or not. Such is possible because board meetings Agenda are kept short to focus on essential issues. Any agenda item that is for information or training, is not mixed with the critical business of strategy or risk management discussion. I have seen board meeting agendas with just one or two items. An ad-hoc board meeting during the coronavirus has only one item: consider the #covid19 recovery and response strategy. In that case, the CEO must have provided the board papers of the proposed strategy, and implications on the capital expenditure and operational budget at least three days in advance, and the recommended interventions clearly articulated.
At the meeting, board members focus on refining the strategy and adding value. And the board chair allocates airtime to each member so that they are heard, and the right decision taken.
Tip: Keep your board meeting agenda items a few. The fewer the items, the more effective the board meeting becomes. Give airtime to each board member. And provide feedback on their positions supported by data.
If you do not listen to the views of the board members, why do you have them on the table in the first place?
To be continued, part 4, Read Part 3 below…
Copyright Mustapha B Mugisa, 2020. All rights reserved.