A couple of years ago I got a call from the chief executive of a regional transit authority who wanted to discuss a situation that was causing him more than a little heartburn. In a nutshell, his board’s executive committee had decided to hold a daylong “governance work session” at which board members would explore ways they might clarify the board’s governing role, fine-tune the board’s committee structure, and update processes for engaging board members in processes like strategic planning. He told me that he thought it was a “great idea,” but that he’d been shocked when the committee moved ahead on its own, reaching out to a consultant to facilitate the session, reviewing and approving the consultant’s proposal, and directing the understandably upset CEO to get the consultant under contract. Then, he said, the committee, “adding insult to injury,” decided that the board would meet alone, without the CEO or any of his senior executives. “How worried should I be?” he asked. That no-brainer was easy for me to answer: “Very!”
We spent the next half hour talking about what this CEO could do to make the best of a somewhat threatening situation. The strategy we came up with? Be a good soldier: get the consultant’s contract processed as soon as possible and offer to provide support to make sure the work session succeeded – from securing a facility to putting information packets together. I’m pleased to report that, with the CEO’s help (which board members really appreciated), the work session was an unqualified success. And happily for this CEO, board members invited him and his top lieutenants to participate in the facilitator’s debriefing session a few weeks later, where they reached agreement on steps that would be taken to strengthen the board’s governing capacity with the CEO’s support – for example, creating a new board committee to focus on financial and operational performance monitoring and adding a board-CEO “strategic work session” to the annual planning cycle, at which board members would have an opportunity to discuss major issues facing the authority and setting strategic targets to guide the authority’s planning.
As you well know, this story could very easily have ended on a much sadder note from the CEO’s perspective. In fact, as I told him later, he really lucked out in not losing his job. If instead of lending assistance to make the session a real success he’d lobbied against it, his relationship with the board would very likely have been irreparably damaged and his career thrown off track. The price he paid was bearable: embarrassment and some lost credibility. And the lesson he learned was invaluable: A really board-savvy CEO plays the lead role in helping her board become a more effective governing body, wearing the “Chief Board Capacity Builder” hat. A truly board-savvy CEO knows that it’s critical for a board to spend intensive time together every year or so in a retreat setting, focusing on ways to get better at governing, and the board-savvy CEO takes the lead in making sure the session gets scheduled.
By the way, I learned later that this board hadn’t had a retreat focusing on its governing role and work for at least ten years before the work session I’ve described. No board-savvy CEO would ever let that happen, nor will the CEO whose story I’ve told let it happen again. Being beat to the punch by the board once was enough.