I first heard this in a governance seminar for a non-profit higher educational board upon which I sit, years ago. It made an impact and stuck with me through the years. I have repeated it often to boards deliberating action and to individual board members seeking to get their hands dirty inside the corporation by giving advice and helping at levels beneath the CEO.
The problem cannot be overstated. Once a board member reaches beyond the CEO into the corporation, especially without the approval of the CEO, incurable damage has been done to the CEO’s ability to govern. Even if not the intent, there is an instant change in dynamic once this line has been crossed.
[Email readers continue here…] There is even a gray area that illustrates this effectively. As chairman of a company in an industry where I have extensive experience, I elected to attend a regular meeting of the management team with its middle managers on a Monday morning, a practice I had not done in the past. The meeting was tame to say the least. The CEO spoke, shared metrics, spoke of issues to be addressed during the coming week, and did a fine job of pointing the assembled troops in the right direction. I could not have been more pleased. After returning to my office, I received a call from the CEO. ‘Would I please (oh, don’t take this wrong, Dave) not attend these meetings anymore?’ What I took for unusual silence was a complete disruption of the normal give and take of the management group because of my presence. The chairmanship carries unstated power even if not overtly demonstrated, since the CEO reports to and is accountable to the board, and of course its chair. I learned from this that there are times when members of the board are appropriately brought into an operating group, and certainly times when the board should hear from vice presidents presenting their issues in a board meeting. But the position of CEO is absolutely to be reinforced at all costs, never to be undermined by any member or by the board as an entity.
Therefore, it is appropriate to ask the tough questions, request help in understanding issues, seek permission from the CEO to interview others. But a board member should never react to statements heard by issuing directions or hints of board action in return. It is appropriate to state that the board member understands much more after the briefing and will better be able to address the problem with the board and CEO. It is not appropriate for a board member to promise any action to anyone beneath the level of CEO. Noses in; fingers OUT.
Ha. Interesting post. So true… I find the same thing happens when I decide to sit in on the staff meetings of my direct reports. There is always polite conversation and people perk up to try to make good points in front of the boss. But what is missing is the intense, passionate discussion that helps get to better ideas and better solutions. I’m working very hard to keep the five other senior team members so comfortable around me (and each other) that we don’t hesitate to speak our minds and push each other hard and let the best idea win.