Home / Opinion / How to be a productive and impactful board member

Being a member of even a really good board can sometimes be a frustrating experience. If you are an engaged board member and take your fiduciary responsibilities seriously, your ability to influence key decisions can sometimes be a source of anxiety and frustration—particularly if you are a first time director. To be a productive and impactful board member over time, it is helpful to keep some things in perspective.

First, realize that boards are comprised of people. So, even the best boards aren’t perfect. The chairman and the CEO are disproportionately powerful in setting the tone, shaping board dynamics, controlling access to information and in calling the shots. This is even more so when the chairman and CEO roles are combined. True independence is an aspirational ideal; relationships, egos, prestige and sitting fees do matter in the real world. Even when individual directors are stellar in capability and character, group dynamics can result in suboptimal or even catastrophic results; Enron, Disney, Yahoo, HP are all legendary examples of this and there are equally striking examples here in India.

What boards really do

Boards matter and truly come into their own only at two moments. The first is during CEO succession—in hiring or, if necessary, firing the CEO. The second is when the company faces severe headwinds or a major crisis. The rest of the time, according to one seasoned director, boards are like peacetime armies—not doing much beyond ensuring compliance, highlighting risks and providing advice and perspective. This is even more true if the company is performing exceedingly well under a strong leader. The single most important decision then that a board really makes is in hiring the CEO. If this is done right, then a lot of other things fall in place. With a good CEO at the helm, a board can move into a supportive, advisory and “watchdog" mode. It is only when there is significant turbulence, or a real crisis, that a boards is jolted into a more “hands-on" mode. For much of the time in a well-functioning company, a board is primarily supporting the CEO whilst remaining alert to risks and new opportunities.

Given this reality, how do you—an ordinary independent director—influence important decisions? You can do this in a few ways.

First, by simply showing up and being engaged. Taking on a directorship is a serious commitment. Attending every meeting and being completely present and engaged—even when the discussions drift—is critical. It’s not about class-participation. The most effective directors I have seen are those who listen intently first, say little and then pose the most pertinent question with exquisite timing. Learning to challenge management constructively with though provoking questions is the most fundamental skill that every board member must develop. Doing this consistently ensures that you will be heard whenever you speak and it’s obviously hard to do if you are busy with your iPad or distracted by other matters.

Second, be active on board committees. Much of the work of boards is accomplished in the various committees of the boards—audit, risk, compensation, nominations and so on. So it is a good idea to serve on multiple committees, to play an active role and eventually chair one of the committees. This is where your experience and expertise can really be helpful. This is where there is formal authority.

Third, given the power of the chairman and the CEO, it is critical to build a relationship of mutual trust and respect. You need to be seen by them as a trustworthy person of good judgment who can be relied on for confidential advice when it really matters. You don’t get into this position through sycophancy alone. You get there by consistently showing a nuanced understanding of the situation, good judgment and the absence of self-interest.

Finally, the CEO and management of the company should see you adding value to them. This means being able to leverage your expertise and your network to open up either new perspectives, new doors or new business opportunities for them. This requires continuous engagement with the senior management of the company and a reasonably good understanding of their business challenges. You need to understand the business model and performance of the company in fair detail and have a good sense of how it is seen by key stakeholders such as analysts, investors, customers and employees. What this means in practice is that you must spend time between board meetings visiting different parts of the business getting to know individual leaders of the company and reading voraciously. Obviously this must be done in a structured way through the office of the CEO or else it can be seen as random or dysfunctional and create distrust. Overtime, such engagement results in deep understanding of the business and a web of relationships within the company and its ecosystem so that you can “smell the smoke" before there is a real fire. As Margaret Mead said, “never doubt the ability of a single individual or a small group of committed people to make a difference. Indeed it is the only thing that ever has. “So it is with boards. Never ever doubt the ability of a single courageous board member—YOU—to really make all the difference.

Ravi Venkatesan is a former chairman of Microsoft India and Cummins India Ltd. He serves on the boards of several public and private companies, not-for-profits, start-ups and advisory boards. He is the author of Conquering the Chaos: Win in India, Win Everywhere.

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