New directors (whether it is for a non-profit, private or public company) often take 1 of 2 approaches when it comes to their board service. Either they enter the boardroom with a “take no prisoners” approach or they take the “sit in the back of the classroom – please don’t call on me” approach. Here is my advice for new directors: don’t do either.
Both approaches have their time and place – but neither is in the boardroom. With the “take no prisoners” approach, which many directors feel they need to exhibit to justify their election, you run the risk of: (1) getting ahead of yourself without being fully informed of the history and reasoning behind certain decisions and processes; and (2) alienating your fellow board members. Meanwhile, the “sit in the back of the classroom – please don’t call on me” approach comes with its own set of risks. In fact, corporate governance historians will tell you that the most significant boardroom debacles over the past two decades are more often than not the result of the passive board member who is unwilling to raise a question or confront an issue.
Directors, new or experienced, need to approach board service with the mindset that they have been elected to represent the interests of the stakeholders. And on behalf of those stakeholders they are expected to be an engaged board member. This includes the ability to listen attentively and ask questions when appropriate. I also believe it includes the motto of one of my former bosses: “I don’t want to hear problems, I want to hear solutions.” This is not to say he didn’t want to hear a problem, but rather that he wanted to make sure that it was always accompanied by a solution. The same is true for board members. There will always be problems in the boardroom. The mark of good board member is being able to present solutions to those problems.
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