It was, as Yogi observed, “déjà vu all over again.” After I’d spent a couple of hours talking with the CEO who’d called me to talk about problems he was having with his board, one thing was pretty obvious. Despite his having spent three years at the helm of the authority after ten years working his way up the executive ladder, this beleaguered leader didn’t possess the board savviness he needed to build and maintain a really solid working relationship with his board. So his job was in serious jeopardy. He’d been captive to an especially insidious and highly dangerous assumption: that his authority’s meeting its performance targets and his providing his board with top-quality support in the form of meticulously crafted documents would be enough to keep his relationship with the board healthy. Perhaps the most serious gap in his board savviness was his failure to recognize that he needed to focus lots of attention on putting in place the board committee structure and processes that would ensure that board members were actively engaged in meaningfully shaping key governing decisions, rather than merely reacting to finished staff work. Sadly, as is often the case, this hapless CEO’s lack of board savviness had resulted in irreparable damage to his relationship with the board, leading to his exit from the scene.
I was thinking about this true story while preparing for my presentation at APTA’s Transit Board Members and Board Support Seminar in Chicago next July. I’ve long believed that transit board members, along with their governing colleagues in other industries, have a serious responsibility to assess the board savviness of candidates for the top spot in their authority. Otherwise, there’s a good chance that their relationship with their new CEO will get off to a rocky start and perhaps even irreparably erode.
Of course, careful reference checking can help in this process, but so can meticulously planned interviewing. So if you’re a board member, what questions might you ask to get a fix on a candidate’s mastery of the highly complex, rapidly changing governing business? And if you’re a candidate for the CEO position, what questions should you be prepared to answer? Here are a few that came to my mind preparing for my APTA presentation. Note that they are open-ended and hence not easily answered with a simple “yes” or “no” or just a sentence or two.
- What is your detailed definition of the governing role and major functions of the board, as our authority’s governing body?
- What is the appropriate division of labor between our transit board and its CEO?
- What concrete steps might you take to help our board become a more effective governing body? (What steps have you taken in your previous CEO jobs……?)
- What are the key characteristics of a really effective board-CEO partnership? What issues might erode the partnership if they aren’t dealt with? (What issues have you seen erode…….?)
- How might you go about building a really solid partnership with our board? (How have you gone about………?)
- What ideas do you have for actively engaging our board in our authority’s strategic and operational planning/budget development processes and in monitoring our authority’s performance? (How have you actively engaged……….?)
- What are your thoughts on the use of board standing committees? What board committees have you worked with? What have been the strengths and weaknesses of particular committees?
- What do you consider the key elements of an effective process we can use to evaluate your performance as our chief executive officer?
Really detailed, thoughtful responses to these and other questions you might ask as a board member will go a long way in demonstrating how serious and knowledgeable a candidate is about the governing function and the board-CEO partnership. Broad-brush answers that merely skim the surface or re-state conventional wisdom (e.g., the board should focus on the what, and the CEO on the how) will almost certainly demonstrate a lack of board savviness.