Posted by andreag

by Bill Dann, CEO Professional Growth Systems

Those of you who have worked with me in the past know that I place a good deal of emphasis on strong governing boards, particularly  the importance of the CEO-Chairman relationship in maintaining a productive working rapport between the board and management. I thought I might take some time in this issue to delve into why it’s so critical.

The core leadership team

So, why do I refer to this relationship as a “team”. It’s because both parties should be committed to a common purpose. And that purpose is to build and maintain the working relationship between board and management. I would go further to say that they are responsible for that relationship. Those of you who have experienced this relationship breaking down know well its importance.

When I say that the chair and CEO are responsible, I mean that they share (vs. deflect) the blame when the working relationship between board and management declines. It is up to them to find the way to make it work, fix the problems and move it forward.

We all know that relationships are difficult, constantly shifting and requiring real effort. The CEO must be concerned about the quality of relationship with each board member, which, as a side note, is a strong argument for smaller size boards.

How should it work?

The chair is the leader of the board, and the CEO is the leader of the management team. Each is responsible to understand the mindset, concerns, goals and needs of the group they are leading. When either the CEO or chair becomes aware of a concern or threat to the continued productive relationship between board and management, that information needs to be shared with the other party.

The principle behind the sharing of information? There should be no “surprises” that arise in board meetings. An upset or concern that a board member has should be known by the chair and communicated to the CEO well before the next board meeting. The chair and CEO can then strategize about how to handle it. Give it time, handle it privately or place it on the agenda are some of the options here.

Similarly, a problem or risk arising within operations and management of the organization should be shared with the chairman. Why? Because board members may get wind of it outside of the meeting and potentially feel betrayed if they are not told about it by the CEO.

The CEO and chair jointly go through each of these potential upsets in the working relationship and come to agreement on whether it needs to be discussed at the board meeting at this point or worked out by the chair or CEO individually. Using this method, when an operations concern or problem does arise at a board meeting, the chair is able to say that the CEO has discussed the issue with the chair and it has been decided to not concern the board with it at this time. The same holds true for concerns of board members. Those should be shared with the CEO so that if they arise at a board meeting, the CEO is not blindsided, has already had time to do his own investigation of the matter and has communicated with the chair about it.

Conference Room

Why is this important?

What erodes the working relationship between board and management is the withholding of information. CEO’s become upset when concerns of the board members are not known and suddenly arise at board meetings. The same is true of operational problems that get out of hand and become large issues. What always comes to mind by both parties in either situation is, “why didn’t I know about this before now?” The “not knowing about this” plants the seeds of distrust. If not handled, it can put the working relationship between board and management at risk.

Best practices

What I have seen work best is for the chair and CEO to meet at least every two weeks. They commit to a partnership for purposes of maintaining the board-management working relationship and to the principle of “no surprises”. Each has the other’s back. The CEO commits to having the board succeed and heeding suggestions from the chair on how to support that. The same commitment is made by the chair to the CEO.

Too far gone?

If you are stuck in distrust because you haven’t done this in the past, or if situations have fostered a long line of disappointments and conflict, consider using a coach/facilitator to get you back on track. If you would like such assistance or want to talk about it, feel free to call at 877-276-4414 or send us an e-mail.