The Indispensable Role of the Chair (8/10)

I want to turn now to the role of the chair. I don’t know if you have seen it, but there’s a wonderful TED Talk by Benjamin Zander, the former conductor of the Boston Philharmonic. It’s titled, “The Transformative Power of Classical Music,” and it’s a magical 20 minutes. 

At about minute 12, Zander says to his audience, “I was 45 years old. I’d been conducting for 20 years, and I suddenly had a realization. I  was the only person on the stage who doesn’t make a sound. … The conductor depends, for his power, on his ability to make other people powerful. … I realized then my job was to awaken possibility in other people.”

I think Zander has created an absolutely perfect metaphor for a board chair.

What you want to do as the Chair of the Board is to pull together the talent around the table — both the management side and the director side — into a coherent whole, so that value is added to the trajectory of your business. That’s the goal. A great Chair is an essential component of a value-added board.

Without a great chair you can’t be a good director. Without a great chair, no board is going to add any value. I once sat on the board of an S&P 500 company that traded on the New York Stock Exchange, and the Chair was not that competent in that role. In spite of my best efforts, I could not entice that person to change his/her behavior when running the board meetings. So, I quit. And that’s my advice to you, in case you ever find yourself on a board that’s just not functioning. If you don’t have a great Chair, I think your talents might be used more productively in some other enterprise. 

So what should a competent Chair do? I have three T’s. The chair is basically responsible for the time you invest in board meetings and where on your agenda you invest it, the tone of the meetings around that agenda and then the talent of the people who are on the board. 

Let’s start with the time investment. In another post, I said that I regard the allocation of time on your meeting agenda as a critical investment decision. The planning of an agenda is a huge investment decision for any ongoing operating company because meetings consume so much time. So why don’t we try and get a return on that time? When I’m the chair of any company, I work really hard on the agenda. I probably invest two times as many hours, on my job as chair, as the average director would. 

Before each meeting, I go to the CEO, and we work together to ask two questions: “What do you need the board to do? And what do we want to get done?” That conversation ends with the creation of a draft agenda. I send that draft agenda to each of my directors, and then within a week I phone each person — one by one — to have a conversation about the agenda. 

“In your view, is this the best way to invest our time? What else would you like to see on this agenda? What would you like taken off on this agenda? What would you like delayed until the next agenda?”

I work that and work that and work that, until we reach an investment decision. This process uses the entire board and the senior management team to come to the agenda time allocation determination. 

Following the meeting, I do exactly the same thing. I meet with the board in camera, and then I go around the room and ask each individual — one by one — 

“How did this meeting go? What was there too much of? What was there too little of? Where were the briefing papers not adequate? “

And at the same time, I ask the CEO to run a debrief with the management team. 

I then leave the board with all my notes from each individual director about what might be done differently next time, and I go join the management board and the CEO. 

Typically, I tell them that somebody’s done a brilliant presentation. I congratulate them. The things that I wasn’t so happy about — I keep that to myself. But I do ask them to tell me how they felt the meeting went from their side of the board/management Grand Canyon. 

At the end of that conversation, I sit with the CEO, and we come up with a set of things we might do differently to improve the return on investment next time around. We might talk for 15 minutes, or we could be there for two hours. 

I use this process every single board meeting. It is hugely time consuming for your Chair, but I think it’s the only way to get value out of your board.

The board agenda is a huge investment decision. Please have it worked, worked, worked. The model of Kaizen — continuous improvement — works. Being a value-added board is tough enough. So tough, that if you’re not trying to continuously improve your performance, meeting by meeting, then you’ll never get there. A once-a-year kind of check-the-box bord evaluation exercise is not going to get an adequate ROI for your invested time.

Without a great chair, you can never be a great director. And without a great chair, you can never have a value-added board. Period.

David Beatty is an adjunct professor and Conway chair of the Clarkson Centre for Business Ethics and Board Effectiveness at the Rotman School of Management. Over his career, he has served on more than 39 boards of directors and been chair of nine publicly traded companies. He was the founding managing director of the Canadian Coalition for Good Governance (2003 to 2008). A version of this article will also appear in the Winter 2017 edition of Rotman Management, published by the University of Toronto’s Rotman School of Management.