Every once in a while, I hear from a subscriber who reminds me: Just when you think you have heard it all, you find out you haven’t.
It’s good for me to hear these stories because they reinforce an important concept: You have to be proactive about defining roles for your board. This must be done continually for it to take hold.
Here’s the story from a Wisconsin administrator:
“I was at a monthly board meeting yesterday for another organization where I have served for many years,” the administrator said. “We were discussing a wish list of capital projects, realizing that we only had about enough money to do perhaps 25% of the items on the list.
“When board consensus was that one particular project should not be done at this time, a board member announced that he had done his own investigation and met with employees who thought this project was an immediate priority.”
This was news to the CEO and the rest of the board. “I asked several questions of senior staff at the meeting and was convinced that the project in question had been examined from every angle and was not an immediate priority. I was quite shocked that a board member would unilaterally decide to conduct his own investigation.
“It implies that we as a board do not trust the CEO to give us the total picture on the issue,” the administrator said. “Yet, in the CEO’s monthly report, he had addressed the issue and had also alerted the board that there were ‘lingering concerns.’
“If nothing is done about the board member’s staff ‘investigation,’ my concern is that the next time there is an employee concern, they will again contact this same board member and bend his ear.”
After the meeting, the Wisconsin administrator sent an email to both the board chair and the CEO regarding his concerns. “I was hoping the chair would take the board member aside privately prior to the next meeting and gently explain that the role of board members is not to conduct unilateral investigations and that doing so can undermine the authority of the CEO, despite perhaps having the best of intentions.
“I also suggested to the CEO that he needs to subscribe to Board & Administrator,” he said.
The board’s chair did not respond to his first email where he stated that the board member who did the investigation should be privately told that such behavior is not appropriate for a governance member.
“Two weeks later I sent a follow-up email and the chair said he was afraid that if the board member was confronted that he would quit and that this board member generally had good insights on issues,” the Wisconsin administrator said.
“I responded that I didn’t think we should risk the problem just going away on its own and that as board vice president, I would be willing to be part of the meeting. In the end, the board president discussed it with the CEO, and they decided not to confront but that the CEO should look into some training materials from their state association.
This administrator later learned that the December meeting was the final one for the board chair. “So, if this issue becomes a problem again, it won’t be his problem,” he said. “He is a very easygoing guy and just likes to keep the peace. In his defense, he made the point that he doesn’t think this board member will engage in this behavior again because his position on the specific project was rejected by the full board.”
What is the Wisconsin administrator’s takeaway from this board member’s surprise misbehavior? “Once again, this demonstrates to me that CEOs have to be proactive in helping governance members to understand their role,” he said.