Connecting With & Evaluating Your Fellow Board Members & CEO
Now that you’ve landed a seat on a board, good communication with your fellow board members and CEO will make for a more meaningful and successful board experience. Keith Darcy, President of Darcy Partners Inc., assists organizations and their boards on developing sustainable governance, compliance and risk management programs. He’s kindly provided Women in the Boardroom members with expert answers to their common boardroom questions about ‘staying in the loop’, maintaining open communication and the process of evaluating one another.
Q. How often should I sync one-on-one with the CEO?
A. A call to the CEO in advance of a board meeting can be useful as it enables a director to be brought up to date and hear about current matters. I would suggest periodic 5-10 minute meetings, even if only asking “How’s the family?” will begin to build a relationship. While this relationship is important, no director should be beholden to an individual. Her mandate is the enterprise and its shareholders.
Q. How often should I interact with the management team? Should I ask for permission from the CEO?
A. I always like 1 or 2 visits per year with other top executives to connect with them on a personal level and find out what business matters keep them up late at night. I would advise the CEO of your intention. If resisted, it’s a yellow flag.
Q. How often should I meet one-on-one with other board members outside of BOD meetings?
A. Periodic calls to other board members can be useful, as long as there’s a purpose. It’s important to develop those relationships but don’t be surprised if certain directors are not open to such relationship-building. It’s an art, not a science, on when to reach out or not.
Q. When & how often do I engage with the chairman of the board?
A. Calls in advance to the lead director or chair are useful, and should be encouraged.
Q. How is the CEO evaluated?
A. The CEO is evaluated annually. He or she should be measured against performance objectives set out in the beginning of the year on a variety of benchmarks: 1) Competence: Strategy, tactical execution, financial performance and risk management; 2) Chemistry: Talent development and how well he or she plays in the sandbox with the directors, officers, and rank and file; 3) Character: Trust, enterprise ethics and the development of the corporate culture.
Q. How are board members evaluated by each other & the CEO?
A. The BOD should evaluate annually, led by a nominating and governance committee. Depending on the maturity of the board, it can be formal or informal. Also, the board must decide if it wants this deliberation protected by attorney-client privilege. It should offer the board an opportunity to assess its strengths and weaknesses, especially whether they have the right mix of talent and experience on the board (e.g. technology/ cyber, reputation risk management, etc.)