A little over five years ago I made an error of judgment that taught me a couple of really valuable lessons. I’d been retained by a Midwestern transit authority to assist in planning, facilitating, and following up on a daylong board “governance improvement work session.” During my first meeting with the steering committee overseeing my work – the board chair, vice chair and two other board members – I advised my colleagues to include the CEO and his executive team members in our work session, explaining that this had become standard practice for a number of very sound reasons. Based on my experience, this was one of those “no brainer” decisions that didn’t call for a searching discussion, so I was really surprised by the board chair’s and vice chair’s opposition. In short, they voiced the familiar traditional objection that by that time I seldom encountered: that they and their board colleagues wouldn’t be comfortable discussing board development issues (e.g., the need for more effective management of the Board-CEO working relationship) in front of top executives. The chair and vice chair were so adamant that I took the path of least resistance and merely acquiesced without much pushback, only pointing out that our session would be far less productive without the involvement of the CEO and executive team.
As it turned out, “less productive” didn’t begin to describe the price we ultimately paid for making an obviously poor decision. Predictably, being left out of the deliberations that resulted in the decision to replace the dysfunctional silo committees with a contemporary structure, the CEO and a majority of executive team members didn’t understand the rationale behind the proposed new structure. And being normal human beings, they only grudgingly participated in implementing the new committees. By the way, the new structure was ultimately put in place, but only months later than planned and only after hours of exhausting, highly emotional debate in executive team meetings. What a waste of precious time and energy that might better have been devoted to getting the new committees firmly established!
So what did I learn from this experience? First, it reaffirmed the importance of the rule that senior executives should always be at the table when important governing decisions and judgments are shaped and made. Effective governance is without question a team sport involving intensive board-executive interaction. The old fashioned “we-they” syndrome has died a deserved death. In the true story opening this post, if the CEO and his executive team had participated in our work session, we would have had the benefit of their substantial knowledge and expertise. And equally important, their engagement in the process of coming up with governance improvements such as the updated committee structure would have reduced their resistance to the change, and probably even turned several of these senior executives into change champions.
My second lesson was more emotionally painful. I realized that in going with the flow (the board chair and vice chair’s opposition to executive team involvement in the upcoming work session) and not more vigorously making the case for executive involvement, I had abdicated my professional responsibility. In fact, I wondered if I should have withdrawn from the project rather than being willing to make an exception to a high-stakes, well-reasoned and widely accepted rule. This is one error of judgment I won’t make twice!
