April 2011 Issue 8
BoardWorks International
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Is It the Chair’s Job to Facilitate the Conversation or Direct the Traffic?

A board’s meeting style and practices are often very deeply ingrained and enduring. However, some common practices have long since passed their use-by date or are simply inappropriate. For example, the expectation that the chair will be at the centre of every aspect of the board’s discourse. Do we really need a chair to direct the conversational traffic like some sort of policeman on point duty?

The chair always has the job of ensuring there is order and shape to a board discussion so that important matters are properly considered. In most boardrooms, however, no good purpose is served, by the chair being actively involved in every question or exchange of information. This turns a board meeting into a form of tennis match: serve and return, serve and return with the chair on one side of the net and the rest of the board on the other. How tedious, unnecessary and unproductive. When board members wish to pick up on something someone else has said, there should be no need to preface their response with the oft-heard phase “through you Mister/Madame Chair.” This is tipping the hat to the authority of the chair but is mostly a meaningless and irrelevant piece of ritual.

This assertion is based on a very fundamental assumption: that a good board meeting is like a stimulating conversation which progressively increases the awareness and understanding (of board members and executives alike) and reveals and applies the board’s collective wisdom. This type of iterative, learning conversation requires the chair to facilitate an organic and flexible dialogue. The challenge for the chair is to draw out the best each board member has to offer and help the group to stitch this together. The outcome is then a collective consciousness that represents far more than just the sum of each individual’s thoughts.  

A highly structured, parliamentary-style ‘debate’ is much more akin to a boxing match. The chair, like a referee, has the primary task of imposing order and discipline. This may be unavoidable in some governance environments (e.g. where boards are unavoidably large or highly politicised and divided) but is largely out of place in most boardroom settings. In failures of governance it is frequently the case that boards have failed to become high functioning work groups. When a board cannot apply a sufficient level of understanding and collective consciousness to organisational performance it cannot fulfil its ultimate accountability for organisational well being. It leaves a leadership vacuum that its chief executive and her management team must inevitably fill.

Important objectives

In creating an environment in which a learning discussion can flourish the chair has to pursue three objectives in particular.

  1. To protect and encourage the expression of differences
    The chair has an important role to assist directors whose comments depart from the consensus of the moment or whose proposals conflict with hitherto firmly held convictions and traditions of the board. The chair must make it clear that he or she will encourage and support an honest exploration of an idea or proposition even when other members of the board may find it ‘off the wall’ or even threatening. When an individual’s comments are treated seriously and built into the thread of the discussion he or she is likely to feel valued.  Over time, discussion participants develop a sense of trust in each other which is a vital ingredient for an effective group decision making environment.

  2. To provide intellectual challenge
    Treating boardroom comments with respect does not, however, mean accepting them at face value. Directors, without even realising it, sometimes float verbal hot air balloons. Unsubstantiated assertions and glib conclusions are common and it often falls to the chair to deflate these but in a constructive and conversation advancing manner. That means chairs must be skilled in the use of language. For example, to encourage constructive responses, effective discussion leaders make good use of questions and the conditional tense. For example:

    'Does this approach seem right?'
    'Might this be the route to take?'
    'Should the evidence lead us to this conclusion?'

    This leaves manoeuvring room for all discussion participants and eschews the type of false absolutes (e.g. “It is wrong to subsidise low-cost housing”) that are commonly heard in boardroom discussions.

  3. To assist members to be heard
    It is also the chair’s job to ensure that all board members ‘get a fair go’. Given short meetings and long agendas, chairs often feel pressured to keep the meeting moving. Undue haste can produce (or allow) damaging cut-offs that are both disrespectful and prevent participants from completing their arguments. The chair has a special responsibility to ensure that directors and for that matter, executives advising the board, have the opportunity to complete the expression of their thoughts. There must be a good chance that the group as a whole has understood their basic intent. At the same time, the chair needs to be continuously alert to implications of what is not said and to ensure that is added to the mix.

Foundation values

It is not simply a question of how the chair handles the process of the board’s dialogue. In creating a positive, productive boardroom discussion environment the chair must also ensure that the right values are in place. There are three basic values which are vital in this regard. Separately and in combination these values are critical factors in determining the tone and outcome of the engagement between board members.

  • Civility. Courtesy in working with one’s associates is a simple but powerful virtue.  Politeness and respect sets a cooperative tone and encourages the openness that is essential to creating a situation in which people are willing to help one another by sharing experience and insights.
  • A willingness to take risks. Applying both individually and collectively, a willingness to take risks not only helps directors and management alike to understand the issues being addressed, but encourages people to think about and surface a much wider range of ideas. It encourages board members and managers to speak up, to question long accepted assumptions and shibboleths. A board needs brave, as well as adroit, directors.
  • An appreciation of diversity. Diversity around the board table - in individuals’ backgrounds, personalities, thinking and learning styles, frames of inquiry and spectrums of interpretation - helps a board to avoid the rigidity of single track thinking about single point destinations.

When the chair both endorses and models a set of positive, functional values, the board will usually follow and adopt them.

To conclude, order in the boardroom is important but it should not be the primary goal of the chair in discussion leadership.  The chair should be judged by the quality of the outcome of the discussion – of the information supplied and the ideas generated, by the effective evaluation and integration of those ideas and the ownership or commitment to the outcome of the board’s deliberations. 


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