Ezine, Issue #002 Board Chair and CEO working together productively
Conscious Chief Executives E-zine - Issue #02
Board Chair and CEO Working Together Productively
As both a Board Chair and also as a CEO, I have found the best advice given to me was by Bob Joss, CEO of Westpac Bank and Chair of my Board of the Australasian Institute of Banking and Finance, now Dean at Stanford University. When asked what the relationship should be between the Chair and CEO (he was Chair, I was CEO), he replied "It really is very easy, Steve. It is a relationship with only one rule…No surprises……because that will only ever happen once."
This translates into four pieces of very practical advice.
1. Questions to ask
Ensure when the Chair first takes the position, that you as CEO and the Chair have a discussion about how it would best work for both of you. Be willing, as the CEO, to ask questions of the Chair regarding their personal expectations of the position.
Some questions to ask of the new Chair might include:
• What do you require from this position as Chair?
• What does the Chair position require of you as a person?
• What do you require from me as CEO?
• From your point of view as a Chair, what do I as CEO require of you as Chair?
All these questions should be addressed by the Chair. These questions facilitate the Chair to perceive the responsibilities and possibilities of the Chair position from various points of view.
Ensure the Chair is the one you first go to with any potential "surprises". This might be in the form of a call from the media, a potential issue with constituents or a change in strategic assumptions.
3. Board agenda briefings
Ensure you brief the Chair on any potential surprises and issues in the agenda of each Board meeting, prior to the meeting. It is usually the CEO or company secretary that develops the agenda, but it should be the Chairman who signs off on the agenda, and it should go out under the Chairs signature. In the end, it is the Chairs responsibility. You should also advise the Chair of any potential conflicts of interest likely to arise during the Board meeting, and options for dealing with them.
For those Chairs that are not used to dealing with conflict of interest, I have provided a useful checklist that might prove useful for the first three or four meetings, until the Chair is comfortable delaing with these types of issues.
The Conflict of Interest checklist can be found here >>>>
4. Governance subcommittee
Develop a Governance (or CEO/Board Evaluation) subcommittee of the Board. It is common for the Chair to be on this subcommittee, and quite often they Chair this subcommittee as well. This subcommittee is responsible for both the Board and CEO succession planning, performance management, and evaluation. One of the most common reasons CEOs lose their job is when they have a disagreement (which they may not even be fully aware of)with the Board Chairman, or lose the confidence of the Board. This Board subcommittee is primarily charged with dealing with these issues. These responsibilities should not be vested in the Chair alone.
An example of a Sample Charter for this subcommittee of the Board can be found here >>>>
A short article on Succession Planning for the CEO position, one of the key responsibilities of the Governance subcommittee can be found here >>>>
Click here >>>> to download a short audio .mp3 program on how the conscious CEO can further improve their relationship with the Chair (2.65Mb, .mp3). This can be used as part of the induction program for new Board members, and for new Chairs.
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Next issue will focus on nonprofit Board remuneration (should we, shouldn't we, and why), a very emotive topic that has arisen more frequently in the past few months. (Mind you, I might change the topic if something even more topical comes in. Let me know what you would like to see!)
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