What Senior Executives Can Do When the Board Meddles

Everyone knows what a good board should do: provide strategic advice, protect the interests of shareholders and minimize risk. But sometimes, fueled by unease, worry or lack of trust, board members reach beyond the CEO and far into a company for information or to influence, which can put senior executives in a difficult position.

In my 25 years of advising boards and top management, I’ve seen this type of meddling many times. Here are five strategies that can help you protect against it.

1. UNDERSTAND HOW A BOARD IN YOUR TYPE OF COMPANY SHOULD OPERATE: Step back and evaluate where your organization is in its life cycle: It will give you significant insight on how appropriate the board’s actions are. For instance, an early-stage company will look for board members to invest and help the team get started; involvement in this case isn’t meddling, it’s necessary. Once a company gets going, board members should shift away from direct management.

2. AVOID SECRETIVE CONVERSATIONS: It may seem flattering to have a board member call and suggest a private meeting without going through the CEO. But keeping a secret from top leaders is a terrible idea and is likely to be found out. If a board member seeks you out for confidential conversations, stop it early. “Yes, let’s get together with the CEO to discuss your thoughts” is a clear message. If privacy is truly necessary, the board member can explain why.

3. DON’T REPEAT UNSUBSTANTIATED ACCUSATIONS: You may think that a conversation with a board member is off the record. But these things have a way of taking on a life of their own. If you have concerns, be sure you have clear evidence before you escalate it to the board. Otherwise, it can wreak havoc on the company — and your reputation.

4. REDIRECT THE CONVERSATION TO STRATEGIC ISSUES: Sometimes you may find yourself in a situation where a board member is interrogating you. Refocus the conversation by saying one or more of the following:

— “First, let’s confirm our objectives.”

— “Is there something we’re doing that isn’t in line with our plan?”

— “What needs to be different?”

— “What indicators of progress are most helpful?”

— “What information do you need that’s missing?”

These questions are directed toward what has to be done and the information the board needs to perform its duties. They also invite an honest conversation about what can be improved. And if board members’ concerns can’t be addressed, that will quickly become clear.

1. DON’T LET BOARD MEMBERS PLAY THE TRANSPARENCY CARD: One of the most anxiety-provoking statements a board member can make to a senior executive is: “You aren’t being transparent.” A good response is: “Please tell me what your concern is. You’ve accused me of hiding something, which puts me in the position of having to defend myself. I can be more helpful if you tell me specifically what you need.”

If you’ve tried these strategies and the board continues to meddle, it’s best to create an exit plan. In most cases, however, following this advice will let you extricate yourself from inappropriate board intervention so that you can get on with your job.

Copyright 2019 Harvard Business School Publishing Corp. Distributed by The New York Times Syndicate.