Disturbing news
While there is no one right way to manage the interactions between a CEO, their board and their team, the most productive working relationships require deliberate rules of the road and over-communication. In general, the CEO should be in the loop for all communication between executives and board members – both ways.
That means executives should get direction or input from their CEO before or as soon as practical after communicating with board members. And it means board members should do the same in reverse.
Of course, all of this varies with how board chairs and CEOs divide responsibilities, new owners or multiple funds, new board members, or a new CEO, taking into account how to manage more regular and frequent contact between committee chairs like Audit, Compliance, Compensation, Tech, etc. and executives.
Executive communication with board members
Executives have proactive and reactive communication with board members.
Proactive. If an executive has something worth communicating with board members, either to inform/educate them, get their input, or seek a decision, the executive should run that through the CEO in advance unless it’s part of regular communication with board committee chairs. No reason not to do so.
Reactive is different depending upon whether the executive is reacting to a stimulus from the CEO or board member. If the CEO has asked an executive to something, they do what the CEO asked, the way the CEO asked. The CEO is, by definition, already in the loop.
It’s a whole different game if the executive is reacting to a request directly from a board member.
If there’s time, inform the CEO about the request and get their input or direction before responding.
If there isn’t time – which could happen if a board member calls an executive directly – the executive should respond and then immediately bring the CEO up to speed with something like “So you know, got a call this afternoon from X on the board. They asked…. I told them…” This is not about making the board member look bad in any way. It’s about making sure the CEO knows what’s going on so they can do their job.
Board member communication with executives
Board members also have proactive and reactive communication with executives. The prescription is the mirror image of that for executives.
Proactive. If a board member has something worth communicating with executives, either to inform/educate them, get their input, or provide direction, the board member should run that through the CEO in advance. No reason not to do so.
Note executives may seek board members’ decisions about things, but board members should almost never give executives direction directly themselves. Doing so undermines the CEO. All their direction to executives should go through the CEO with the CEO relaying it on. Fine to provide information and get input directly. Just not provide direction directly.
Reactive is different depending upon whether the board member is reacting to a stimulus from the CEO or executive If the CEO has asked a board member to something, assuming the board member agrees with the CEO, the board member should do what the CEO asked, the way they asked. The CEO is, by definition, already in the loop.
It’s a whole different game if the board member is reacting to a request directly from an executive.
If there’s time, inform the CEO about the request and get their input or direction before responding.
If there isn’t time – which could happen if an executive calls a board member directly – the board member still has a choice.
- If the outreach is to inform, there’s relatively little risk. The board member should take the call. Welcome the information. Then tell the CEO about it as soon as practical.
- If the outreach is for input and the board member can provide input the CEO would expect, the board member should provide that input. Then they tell the CEO. If, on the other hand, the board member has something to say that would surprise the CEO, they should defer the conversation with the executive until they’ve enrolled the CEO.
- If the outreach is for a decision, the board member almost always needs to defer the conversation until they’ve discussed things with the CEO.
Click here for a list of my Forbes articles (of which this is #830) and a summary of my book on executive onboarding: The New Leader’s 100-Day Action Plan.
