Nasdaq's "Engineering Higher EQ and Better Dynamics in the Boardroom" suggests a number of thought-worthy tactics to cultivate optimal boardroom dynamics and board effectiveness that every corporate secretary/governance professional (public and non-public companies alike) should consider.
Among the key takeaways:
- Establish a means or multiple means (e.g., the corporate secretary) for new directors to ask questions about board culture, operations and meeting protocol "off-line," and then be prepared for questions from new directors such as how to refer to the board chair, when to ask the CEO direct confidential questions, when to inject comments during the board meeting, and how to handle offline discussions. This suggested action item is increasingly relevant with the uptick in new and first-time directors.
- Providing new directors with an overview of board meeting protocols will likely encourage their meaningful participation.
- Educate new directors about the company's business and culture so that they are prepared to meaningfully participate from the outset, but don't go overboard such that you lose the benefits of insights and candor typically associated with a new director's fresh perspective.
- The memo identifies several potential strategies to engage directors who typically don't speak up during the board meetings so that the board has the benefit of their perspective. This effort is usually time well-spent; Nasdaq notes that "once a director has been successfully encouraged to speak in a board meeting, they will continue to do so."
Importantly, this publication reminds us that board relationships, chemistry, and collegiality (which accommodate divergent viewpoints) are equally important to director expertise and experience. If the directors can't effectively and candidly communicate with one another, their individual and collective skills and other attributes won't be fruitful regardless of how ideal they may appear on paper. While not all of the suggestions may suit every company, at a minimum, one or more are worth consideration given the likely positive impact on director participation and - relatedly - board culture and effectiveness.
This post first appeared in the weekly Society Alert!