It is not unusual for CEOs to struggle with their relationship with the board and a common complaint is that the board seem disengaged – attendance at meetings is poor, people arrive late and leave early, it becomes obvious that few if any board members have read the papers for the meeting, there is no real discussion and decisions seem to go through ‘on the nod’.
If some, or all of the above describes your board then you are faced with a challenge – do you leave well enough alone or attempt to address the issue? For some CEOs this type of board actually makes their life easier, with a minimum of interference and the freedom to run the organisation as they see fit. Other CEOs may find it demoralising and even a little frightening to be left with so much responsibility for the organisation. It certainly doesn’t conform to any definition of good practice and can leave all of those involved exposed to personal liabilities should things go wrong.
A responsible CEO should make some attempt to re-engage the board but should also proceed carefully. The board, after all, are the CEO’s employer and this needs to be borne in mind before action is taken. It may be helpful to think about possible reasons for the disengagement and possible actions that the CEO might take. If at all possible, this should be done in conjunction with the chair.
Are the board thinking the same thing?
It is entirely possible that members of the board are aware of the lack of engagement and are unhappy about it but are not sure what to do. Some honest discussion at a board meeting may be all that is needed to re-focus the group. Agree with the chair to put ‘board review’ on the agenda of the next meeting and ask the board to discuss a) what they like about the way they operate and b) what they would like to improve. This will allow board members to identify for themselves the changes that are needed and will increase their sense of ownership of any changes that are agreed.
Are the board unaware that anything is wrong?
The board may be quite happy with the way that they are operating and not see any need for significant change. This is most likely to stem from a lack of awareness of their role as a board and the responsibilities that they have both collectively and individually. If this is the case, it is very important that they are provided with written information about their role at the very least. (See Resources below for some suggestions.) The Carmichael Centre and The Wheel run training events and seminars that individual board members could attend. Or it might be useful to bring in an external governance expert to explain their role and facilitate discussion about practical ways of fulfilling that role. The challenge in this situation will probably be in persuading the board that some training is necessary. Again, work with the chair to sell this idea to the rest of the board.
Are they just the wrong people?
Be very wary of jumping to this conclusion, particularly if you haven’t tried any of the suggestions above. Any attempt by a CEO to get rid of board members or to introduce new board members of their own choosing might rightly be regarded as unethical – it is inappropriate for an employee to choose their employers. However, all boards need to give some thought to the recruitment and selection of new board members and it would not be inappropriate for the CEO to initiate that discussion. Again, this would ideally be done in conjunction with the chair. It may be useful for the board to undertake a skills audit exercise and in this way they identify any skills gaps for themselves. Once there is a realisation that new board members are needed, a working group on board recruitment and selection could be set up to identify possible candidates and agree a selection process.
Hopefully, these suggestions will prove useful to the CEO with a disengaged board. Although it may be tempting to let sleeping dogs lie it is not a good long-term strategy for the organisation. If you can invest some time in helping the board to reflect on their role it should build the capacity of the organisation to meet whatever challenges lie ahead.
Roles and Responsibilities of the Board by Carmichael Centre, available from www.carmichaelcentre.ie
Handbook for Management Committees and Boards by Carmichael Centre, available from www.carmichaelcentre.ie
Getting to grips with governance by The Wheel, available from www.wheel.ie