top of page

Don't Just Change Your Board

Jan 1, 2004

Enhance governance with actionable strategies for better boardroom dynamics.

Enhance governance with actionable strategies for better boardroom dynamics.

Reprinted from Directors Monthly with permission of the publisher:

National Association of Corporate Directors (NACD)

1828 L Street, NW, Suite 801Washington, D.C. 2003-6 | 202-775-0509 www.nacdonline.org


The Effective Board:
Don’t Just Change Your Board—Change Its Behavior

By Howard Guttman


In today’s governance landscape, directors are taking on increasing responsibilities, including serving as legal and financial watchdogs and acting as sounding boards for shareholders. More committees are being created, and management often inundates directors with information in the name of transparency. However, directors themselves frequently lack consensus about their roles.

To address this, consider administering a self-assessment for your board members. Privately ask each outside director to answer:

  1. How clear am I about my role/accountability on the board?

  2. How clear am I about other board members’ roles/accountability?

  3. How clear am I about the role of the board versus that of management?

Ask the same questions of the CEO and inside board members. Then, convene the board to discuss the results, which can help clarify misunderstandings and establish new agreements for collaboration moving forward.


Protocols/Rules of Engagement

Clarity in roles and goals is crucial but not sufficient. Establishing behavioral protocols—rules of engagement—can greatly enhance the boardroom environment. At companies like Campbell Soup, Johnson & Johnson, and Sara Lee Corporation, the following protocols have proven effective:

  • Don’t triangulate. Address issues directly between the involved parties rather than seeking a third-party mediator.

  • Don’t recruit supporters. Avoid rallying others to take sides in a disagreement, which undermines candid discussion and unity.

  • Resolve or let it go. Set a 24- or 48-hour resolution deadline for conflicts. Unresolved issues should be dropped to prevent escalation.

  • Don’t accuse in absentia. Postpone discussions involving absent individuals until they can participate.

  • Don’t personalize issues. Focus on the facts and treat every issue as a business case. Provide objective feedback without finger-pointing.

  • No hands from the grave. Respect decisions once made; avoid revisiting dismissed alternatives.

To institutionalize these protocols, document them, post them in the boardroom, and periodically review their adherence and effectiveness.


Interpersonal Relationships and Mutual Expectations
Fostering Candor

Candor is essential in the boardroom. When directors hold back or defer excessively to leadership, the board risks becoming a mere rubber stamp. While independent director sessions without the CEO can foster openness, all issues—including controversial ones—should be addressed in regular meetings with all members present.


Communication Styles

Directors typically exhibit one of three communication styles:

  1. Nonassertive: Prioritizes others’ needs but withholds personal needs, leading to unresolved conflicts.

  2. Aggressive: Prioritizes personal needs over others, often creating tension.

  3. Assertive: Balances personal and others’ needs, promoting effective conflict resolution.

Encourage directors to identify and assess their communication styles and seek constructive feedback from peers to improve their interpersonal effectiveness.


Mutual Accountability

Directors must hold each other accountable for their contributions. As stewards of the corporation, directors have an obligation to ensure all members fulfill their responsibilities. Accountability is not just a right but a duty to the organization and its stakeholders.


End Note

Boards are inherently diverse and meet infrequently, often lacking shared history. Achieving high performance requires more than structural changes—it necessitates behavioral transformation.

Howard Guttman is the author of When Goliaths Clash: Managing Executive Conflict to Build a More Dynamic Organization. He is the principal of Guttman Development Strategies, a management consulting firm based in Ledgewood, NJ. Contact: hmguttman@guttmandev.com.

NACD – Directors Monthly, January 2004

bottom of page