Boards get out of alignment for the same reason that any group of people do – they are human beings. It is easy to forget this when you look at the experience and success that most directors have had – that’s how they got in the boardroom in the first place. Their collective experience can lead outsiders to act as though they are almost superhuman. In fact, they are not only human but equally subject to the same foibles that you and I are.
It is easy to use concepts and categories to communicate we do it all the time. It doesn’t mean we have the same understanding of the ideas or the same criteria and that’s a problem, particularly so under time pressure. Let’s consider the issue of choosing a new CEO. The conversations often go like this – “We need a new CEO. How about so and so?” And they’re off to the races. So and so might be a good choice but absent a discussion about what the next CEO needs to be like and why it comes down to person A versus person B, missing the opportunity for the board to do important work. Furthermore, a new CEO entering a situation where the board is operating more on implicit agreement rather than clear and vetted agreement a lot of things can go wrong. At a minimum, time will be wasted getting on the same page and at a maximum the board can hire the wrong person. It happens, just look around.
A second reason boards get out of synch is they meet infrequently. Forging they relationships and trust needed to work together can take longer and these are the very glue that helps a board do the important work they are there to do.
Finally, a reason why boards get misaligned is because boards tend to be made up of people that are extremely confident and they are confident for good reason. They got on the board in the first place because they are smart, successful, and knowledgeable. They are generally people with broad experience and they tend to believe that they are on the same page just by dint of having a common focus. While the confidence in the individuals may be justified it does not generalize to the board as a whole.
Since boards of directors are made up of human beings who meet infrequently and tend to be extremely confident it begs the question how do they avoid the stumbling blocks that exist by virtue of the very fact that they are human? It is an important question because the consequences of their decisions affect so many people, individually and collectively.
What’s a board to do? Avoid the trap of thinking that governing is a series of steps. Rather think of it as a process. As one board member said to me “governing should not be mechanical. When it is, I speak up because I know working that way does not lead to the best results.” He was talking about the culture of the board, the relationships among the members and the trust necessary to push back on each other and on the management team.
Trust doesn’t develop because there is no conflict – it develops because conflict surfaces and is dealt with constructively.