Align on the What, Advise on the How

Pat hated giving board updates. As the head of integration of a recent acquisition, Pat was required to provide monthly updates on the integration to the board. There was one board member, Cary, who focused on how the integration project was being done, questioning Pat on initiative processes, minor deliverables, and detailed assignments. Cary was experienced in acquisition integration and spoke from a position of authority, but Pat was also an experienced professional with six successful integration projects completed. Because of Cary’s experience and strong personality, the board chair permitted Cary to deep-dive on minutiae. Pat’s frustration with being micro-managed boiled over to the rest of the executive team, creating a tone of distrust between the board and executive team. Pat’s updates became less and less transparent, with Pat reasoning that more information was only fodder for Cary’s drilling. The integration project ultimately was completed, but the trust relationship between the board and executive team was significantly eroded.

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Boards are filled with experience and wisdom. Its members know, through success and failure, how to get things done, the pitfalls to avoid, and not to touch a hot stove. Their insight is crucial to the success of an organization. That insight, though, doesn’t mean a board and its members have license to over-function with its CEO and executive team. Unchecked, a CEO and executive team can feel micro-managed due to being told not only what should be done, but how it should be done. Being overly prescriptive on the how is a material pain point in the board/executive team trust relationship.

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Being clear about defining and understanding the what/how roles and accountabilities is crucial to a healthy, functioning board/executive team relationship. When done well, the executive team is able to execute without disruptive oversight, and the board members are transparently and satisfactorily informed about key initiatives. When done poorly, nervous board members, with the best of intention, can actually disrupt work through increased updates, shadow management, and unsolicited advice on how to get things done. I call this behavior “love-bombing.” When an executive’s confidence is shaken on a key initiative for which he or she is accountable, the exec will tend to increase his or her involvement in the initiative, requesting more frequent updates and deeper dives on issues, looking for ways he or she can help. In an effort to be helpful, the exec actually creates more work for the initiative leader and team to calm the exec’s nervousness. It’s no different with a board. The board will want to help and offer its collective experience, but in the process can delve too much into the how, putting a strain on the board/executive team trust relationship.

Managing and controlling the what and how relationship between the board and executive team falls squarely on the CEO and board chair to clearly articulate the what/how relationship and set the tone with its board members to align on the what and advise on the how. To help establish a fruitful what/how relationship the chair and CEO should employ these actions:

1. Set what/how expectations with the board – The board chair and CEO have to set the tone with the rest of the board on the board’s place in what/how alignment. Being purposeful about the distinction not only sets expectations with the board, CEO, and executive team but also serves as a good reminder when a board member over-reaches. Both the CEO and board chair have the responsibility to ensure alignment is in place and call a time-out when discussions get in the weeds.
2. Get crisp on what “done” looks like – For an initiative which will include regular board updates, ensure there is a clear understanding of what needs to be done, why it’s being done, when it’s to be done by, and who’s accountable for getting it done. Having a good grasp and concurrence of what, why, when, and who helps board members stay in their lane and focus on results.
3. Be deliberate with initiative updates – “Going dark” on initiative progress on what, why, when and who breeds nervousness among board members and can instigate board members delving into how things should be done. Provide a regular initiative status and proactively realign what, why, when and who if necessary.
4. Solicit advice then decide what to do with it – Boards generally have a great cross-section of experience and wisdom to contribute, and it would be foolish for a CEO and executive team to not tap into that experience. Be thoughtful about soliciting advice, then decide if the advice makes sense to implement given the full context of the initiative. 
5. Use committees to do deeper dives and help on the how – Depending on the initiative it may make sense to leverage one or more board members to advise on a deeper level to better ensure initiative success. The CEO and board chair should assess whether a board committee is necessary, then be thoughtful on its setup and review rhythm.
6. Don’t put an initiative at legal, regulatory, or compliance risk – A key function of a board is to help an organization identify, assess, and mitigate risk. Board members should continue to be on the lookout for legal, regulatory or compliance risks and speak up when one is identified, even if it delves into how an initiative is done. The board chair and CEO should clearly set this expectation with the rest of the board and executive team.
7. Break the rule in extraordinary situations – There may be some situations, i.e. material strategy misalignment or CEO performance issues, where broader deeper dives are necessary for the sake of the organization. The board chair should make those calls and deliberately drive those discussions.

Trust is crucial to a healthy board/executive team relationship. A key driver of trust is clear articulation of the what/how accord and where the board and its members need to function. Be proactive in defining it and holding both the board and executive team accountable in the relationship.

Lonnie Pacelli
Keynote Speaker | Board Director | Autism Advocate | Author | Project Management Expert | Microsoft/Accenture Veteran 
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