Platt Perspective on Business and Technology

Joining, serving on and leading a board of directors – 20: conflicts, disagreements and consensus building between board and CEO

Posted in job search and career development by Timothy Platt on November 7, 2011

This is my twentieth installment in a series on joining, serving on and leading a board of directors (see my Guide to Effective Job Search and Career Development – 2, postings 179-197 for parts 1-19 of this series.) I have discussed a range of issues and challenges that boards and board members have to be prepared to face, and both when working with each other and when working with the CEO and members of their executive teams.

I have discussed board participation and dealings with the CEO and the business under normal circumstances, and the extreme opposite of that first, where boards are required to at least face the distinct potential of having to take action against the CEO. In that, I have set outer parameters for understanding and dealing with the great gray area middle ground where a board and its members see problems and issues that they have to work through with the CEO, but they are not issues of such severity or such potential to cause harm, as to make anything like dismissal, or even reprimand an issue.

• Smooth operations and harmonious agreement and coordinated functioning between CEO and executive suite on one hand, and the board and its members is for most organizations, the more standard situation faced.
• Serious confrontation between board and CEO is much, much rarer, though for its impact this is a possibility that boards and board members as individuals have to be prepared to handle – if the need should arise to do so (see postings 14-18 of this series.)
• Disagreements and misunderstandings arise at a middle ground level between these two interaction endpoints, and identifying and resolving them is the topic of this installment.

I start this posting by citing a key point that would come out of Part 19: conflicts, disagreements and consensus building within a board of this series:

• A board and its members cannot work effectively with the CEO or serve in the interests of the business they are on the board to, where they cannot work together smoothly and effectively, in identifying and resolving their own issues.
• This, I note, does not necessarily mean universal agreement, but it does mean willingness to find mutually acceptable resolutions to the disagreements that do arise, when they impact on the specific issues at hand.

I will add that the easiest way for a board to find itself facing internal disagreements and even internal conflict of a type I discussed in Part 19, is for different factions to disagree as to the effectiveness and appropriateness of CEO and senior executive policy, practices or actions. Those, after all, are the issues and circumstances where disagreement would have greatest impact and where that would hold maximum potential for bringing smooth, effective board functioning to a halt. So Part 19 of this series is very closely connected to this Part 20 and I write what follows here with that in mind.

• Boards can and do face internal disagreements and that is not and should not be considered a problem, in and of itself and certainly if effective mechanisms are in place and followed for resolving them, as per Part 19.
• Boards can and do find need for clarification and they do run into points of disagreement with CEO’s and that, similarly, is not in and of itself a problem – if mechanisms are in place and in practice for clearing these matters up and moving on.
• The key to this is in taking areas and issues of misunderstanding and/or disagreement as learning opportunities, and with a goal of all parties involved learning something to help them work together more smoothly – and certainly if the same issues arise again.

Whenever boards and the business executives they work with come into disagreement or conflict, the first goal should be to identify where things could go wrong and what needs to be decided upon and resolved to correct matters. Then discussion and actions taken should have a goal of stepping back from any potential brinks, so as to avoid having this problem spill over into the business as a whole.

I was initially planning on turning to the issues of confidentiality, and board member conflicts of interest in my next series installment. I am going to write to this series on those issues, but some recent experience has prompted me to add in a posting more related to Part 19 and this one first: dealing with changes in board leadership, and especially where that means working with a new board chair with a very different personality or leadership style, than that of the outgoing chair.

I have been posting on the general topic area of jobs and careers to my Guide to Effective Job Search and Career Development directory. I have recently started a second, continuation page to that directory at Guide to Effective Job Search and Career Development – 2 and you will be able to find this and subsequent series on jobs and careers there.

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