by Mary Francia, INSEAD IDN’s ambassador for the Americas and host of the referenced Chairmen event.
I was thrilled to join fellow alumni last month in San Francisco for the opening of the INSEAD San Francisco Hub for Business Innovation. We had the privilege to inaugurate the Hub with the first Masterclass, featuring Professor Stanislav Shekshnia, co-director of the program ‘Leading from the Chair’ and author of Leading the Board, followed by the panel ‘How to Be a Good Board Chair’, presented to an audience of directors, shareholders, CEOs, chairs and executives.
The discussion examined a variety of board practices, comparing European and American boards in the public and private sectors, in family firms, technology companies and startups, and looking at how types of board structures and duties can vary due to cultural differences. Below you’ll find highlights of our fantastic exchange between Stanislav Shekshnia, Dominique Trempont and Tommaso Trionfi – each of them experienced chairpeople of public and private companies – on what board chairs do, how they do it and what makes an effective chair.
What is the No. 1 challenge of board chairs?
Managing a “difficult” board member, where a problematic board member is seen as domineering, makes too much noise, too much room or does not listen. The interesting finding, however, was that a silent board member is actually the hardest challenge: how do you get a silent board member to contribute?
Who does the chair work for?
A chair leads the board and represents it in its relationship with shareholders and the CEO. But who does the chair work for? The company? Shareholders? Interestingly, we heard that – with few differences – the overwhelming response in Europe today is that the company is the principal – much as we’ve seen in the trend for stakeholders vs. shareholders.
What defines culture in a board?
Interestingly enough, it is not nationality or the country! Instead, in Europe it’s the ownership structure, the company lifecycle and the size of the board that defines cultural differences in boards.
The concept of ‘Empty Head’.
“Not knowing much about the industry of the board you chair” is a theme we carried from the class to the panel with Dominic Trempont and Tomasso Trionfi, and even beyond it via a e-mail discussion. If we agreed on the role of the chair, would it be better not to have an opinion? Should we pursue a chair position in an industry that we do not belong to? Would it free us to focus more on our role?
So, what is the role of the chair?
It’s about enablement, and the board is not a team! Enable leadership. A chair must enable a board to work effectively as a team and make the collective decisions required – but that doesn’t mean a chair is there to make a team out of the board.
Who owns the materials and the concept of the ‘0 – 30 – 50 – 20 Rule’.
Listening to presentations in a board meeting takes up a lot of time – sometimes as much as 70% of a meeting. How does this encourage directors to prepare on a subject that they will listen to repeatedly or often in a meeting? In a useful board meeting the chair owns the materials and drives the 0-30-50-20 Rule – in which there are zero presentations! Guess what the other percentages are that drive aproductive conversation? This is a critical insight as usually, material presented to a board is structured to get it to approve a proposal. This approach should incorporate the most valuable information for decision making.
What is the right way of working with the chair on a board?
The type of relationship with a CEO – and what defines it – is important. Should it be collaborative? One based on mentoring? An advisory capacity? We discussed how the chair role in a private board might differ from other institutions, and the outcome identified the role being driven by two scenarios:
1) The chair is the major shareholder and decision reside with that person.
2) The mix of shareholder ownership is dispersed and decisions are made by the board. The chair, in this case, enables conversations and effectiveness is vital, regardless of their percentage of ownership representation in the board.
The value of the chair in a technology company
The role of the chair is often fundamental to the core of the company DNA. The Chair is the institutional memory of the company,safeguardingits mission and its culture. He or she can not be an “empty head.”
The challenges of the board chair at a startup
Very common or systematic, the role of the chair and CEO is often combined in startups. The recommendation is that when a board is created, the roles are split. The duties and legal exposure of a CEO and chair are different in the early stages of the company, and impact the thresholds from growth to failures – who the company serves, who it needs to protect and what it is liable for?
What makes a board effective?
Having a clear understanding of the board’s needs and a plan towards achieving them. For example:
- What critical competencies the board should have and a process to measure against them.
- The right diversity in the boardroom to enable fruitful discussions and capture a 360-degree view when evaluating opportunities and risk.
Diversity is not the only gender: an effective chair provides a nomination committee with a clear understanding of what kind of diversity they want to bring to a board.
In our conversation about the challenges of rebuilding a board towards gender diversity, a key challenge is the recruitment of female candidates, especially in California, where regulations exist that drive quotas for female participation. Our panel delivered a key message to nomination committees: change their view that a female CEO needs to be a qualified candidate, and be open to candidates in other C-level roles as well as partners in consulting firms. They see the business and have larger exposure. And to the corporations: build a larger pool of qualified female leaders with succession planning.
The critical attribute of an effective chair
What makes an effective CEO does not help as a chair. It was interesting that on American corporate boards with ‘one-tier’ structures in which the CEO/chair role is combined, there is often a lead director with a strong preference towards independent directors.
To conclude, this was such a vibrant discussion and everyone taking part learned so much from the lessons shared by the panel. Clearly, there are many more insights on this subject to unearth! Our next piece of research, capturing the practices of chairs across the Americas, commenced last month, and I’m excited to be involved in the program, looking forward to sharing and capturing its insights on this crucial topic with our clients.
by Mary Francia
Mary Francia she is INSEAD IDN’s ambassador for the Americas, and she engages the alumni on subjects of governance. Mary was the host for the above referenced Chairman event. She is a Partner in the Board Practice of Odgers Berndtson based in their Atlanta office helping boards with composition strategy and succession planning.