This is an important consideration when facilitating a committee that has one or more members who are overbearing or who continually offer strong opinions. The committee chair must be in charge. A good facilitator uses phrases and tools to help the group move forward.
The point of having group discussions is to make decisions or recommendations that are thoroughly vetted and well-rounded. This only happens when a group of people allows everyone to participate so that varying perspectives come into the discussion.
Committee members may be more inclined to participate when the chair calls on them by name. In most cases, committee members appreciate order as much as the committee chair does. To enable it, leaders have to shift away from defining team norms and building trust, and focus on quickly scoping, structuring, and sorting the collaborative work. After the meeting, he follows up with minutes, notes, reports, and phone calls.
During the board meetings themselves, Fitzalan tries to give all directors equal airtime. No director can take the floor a second time until all the rest have expressed their views, and directors may pose questions only to get clarification, not to launch opinions.
Fitzalan is careful to monitor body language for signs of boredom, irritation, or discontent so that he can intervene quickly.
In the event of disagreements, he lets the discussion continue until a consensus emerges. He generally opposes the use of voting to resolve disputes, because he feels that it destroys the collaborative spirit. When the time comes to make a decision, Fitzalan focuses on arriving at a specific, actionable, clearly formulated resolution—and checks that every director understands and supports it.
Manfred van der Merwe of the Netherlands, who has chaired boards at 11 companies, has a structured onboarding process for directors. He starts by having a face-to-face conversation with each newly appointed director, during which he describes the company, its strategy, its key executives, and its board, but—most important—also sets clear expectations. The novice director then will have a series of meetings with fellow board members and senior executives and company visits.
Rather than cold-calling them in the boardroom, though, he solicits their opinions before meetings and presents their views to the board, acknowledging the source, which often triggers a direct contribution.
He also contains directors suffering from verbal diarrhea by applying a three-stage approach: first, direct confrontation in the boardroom; second, a one-on-one conversation off-line; and third, another one-on-one with an offer of professional help paid for by the company.
If none of it works, he will ask the director to stop attending meetings and to stand down for reelection. Inexperienced chairs often think that the job is all about managing the dynamics in the boardroom. Experienced ones, however, recognize that the meetings are just the tip of the iceberg. Van der Merwe, for example, starts preparing meeting agendas a year in advance, asking for the input of the CEO, other directors, and the corporate secretary.
To make his agenda, an item has to be strategic, material, and ripe for decision—and something only the board can handle. Before approving an agenda, he circulates a draft among the interested parties.
Equal effort goes into the briefing package. Van der Merwe defines the format for materials, reviews the final pack before it goes out, and has it delivered to directors no later than five days before the meeting. Following up is equally important. Van der Merwe quickly provides detailed minutes of all his meetings to the board members involved and, as appropriate, key executives.
The board secretary tracks the implementation of board decisions and regularly briefs Van der Merwe on progress. If implementation of a decision has been delayed, the chair will reach out to the CEO for an explanation. Committees are small, their members possess relevant expertise, and discussions are always candid. By definition, board meetings are more formal.
So I try to have profound discussions at the committee level—have them do all the analytical work and prepare resolutions for the whole board. As chair, Van der Merwe decides who joins which committees and who serves as their chairs. To make sure that regular committee meetings are well attended, he schedules them well in advance to dovetail with full board meetings over a two-day period, usually holding committee meetings in the afternoon of the first day, followed by a dinner, with the full board meeting taking place the next morning.
Though many newly minted chairs are eager to put their knowledge and experience to full use, the harsh reality is that collective productivity suffers when the person at the head of the table has strong views on a particular issue. This was a lesson learned by Don McGill, a former partner at a U. While studying board materials, I was trying to figure out the best decision for the board. Initially as a chair, I kept doing the same, but often I was not happy with the board discussions, and some board members were not happy with my offering a lot of ideas.
For a different perspective, he asked his sister, a university professor, how she prepared for her classes. He was struck by how carefully she planned and managed her communications with students.
As COO, he had saved the institution from bankruptcy 18 years earlier, and his tenure as CEO had taken it from success to success. After a two-week vacation, the new chair went to work. What ultimately defines a good Chairperson is the ability to run an effective Board and to manage relationships with both shareholders and stakeholders. The ability to manage those meetings effectively is key. An exceptional Chairperson understands the business, its culture, people and processes.
They also understand the wider industry and prepare the Company for all eventualities. Experienced Chairmen can quickly identity opportunities and potential risks facing their organisation. They can engage with their Boards at an early stage to discuss potential courses of action.
A good Chairperson is responsible for ensuring that all Board members are using their own unique skills for the good of the organisation.
Developing effective communication with Board members is key. Not its stakeholders — shareowners, customers, employees, executives, but the institution itself. A good chair unequivocally understands her role — to lead the board of directors.
The consensus was that a good chair gets the board to work seamlessly before taking on any additional roles. A good chair understands that first and foremost she is accountable to people who elected her — board members, but also recognises the importance of other organisational stakeholders. A good chair knows what the mission of the board is, how to stay focused on it and how to measure progress.
For example, at privately-held start-ups, boards usually provide a lot of strategic advice to management and help to secure external resources enterprising function while at mature public companies they focus on executive compensation and evaluation and controls monitoring function.
However, the group believed that every board of directors should concentrate on long-term value creation and, especially, value and company protection. She makes sure the board tackles issues which are strategic and material for the organisation and mature for discussion.
A good chair frames the discussion questions in such a way that directors are clear about the context, understand important facts and assumptions, see challenges and risks for the organisation and find specific solutions for them.
A good chair makes sure board resolutions are concrete, actionable and understandable for people who will execute them. She also organises the follow up process, tracks progress and makes sure the board is aware of it. A good chair sets clear behaviour standards for directors and ensures adherence to them by providing feedback, encouraging appropriate behaviours and dealing with misconduct in a strict, but constructive manner.
She resolves conflicts at the board by being fair, consistent and attentive to individual board members, but keeping in mind her ultimate mission — long-term interests of the organisation. A good chair effectively represents the board in relations with its key stakeholders — shareholders, regulators, management, communities and ensures that directors are fully informed, but does not replace the company executives in their dealings with the stakeholders unless this responsibility has been explicitly given to her by the CEO and directors.
If crisis strikes a good chair… well, she remains a good chair. She thinks about the interests of the organisation, takes a long-term view, and sticks to her mission - to lead the board and to make its work effective. If the situation requires it, a good chair is prepared to sacrifice personal interests for the interests of the company — to deal with unpleasant counterparts, to put in as many hours as needed and even to step down from her job.
A good chair knows when and how to leave.
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