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The crisis: Mobilizing boards for change

To meet the challenges of the economic crisis, corporate boards must change the way they work.

This short essay is a Conversation Starter, one in a series of invited opinions on topical issues. Read what the authors have to say, then let us know what you think.

As companies grapple with uncertainty of a magnitude that few have experienced before, their boards should begin by questioning fundamental strategic assumptions: Is our view of the market realistic? Does our financing strategy take into account the new conditions? Should we reset the incentive scheme or abandon any approach based on share prices? Can we exploit the current glut of talent? How can we take advantage of the pain our competitors are experiencing?

Unfortunately, most corporate directors are likely to assume that radical change is unnecessary and that “normal service” will soon resume. Their experiences during less severe crises—such as those in 1990, 1997, or 2001—will lull them into a false sense of complacency; few will adjust their strategies and policies sufficiently. This behavior is the result of a clinically observed human trait of being overly influenced by past experiences and judgments. Experts on decision making call it anchoring. The problem is made worse by the natural rhythms that characterize how many boards are used to working—rhythms that tend to reinforce rather than challenge anchored thinking. We therefore argue that board chairmen need to play a special role in the coming months by challenging their boards to think things through afresh.

This is not an easy task. Board procedures are anchored too. Meetings, agendas, and timetables typically follow a preset annual pattern. Advisers are scheduled to appear before audit and compensation committees. Attempts to make changes are often resisted—in part because of habit and in part because those involved have busy calendars. Even if there is energy for fresh, substantive work, the diary may defeat the best intentions. Granted, most boards have an annual offsite day when members talk strategy, but there is an understanding that major change is not expected. New ideas generated from the offsite are viewed as creative input rather than part of a fundamental review of strategy.

Mobilizing the board to tackle the economic crisis requires a fundamental overhaul of how its members interact. The only solution is to force change. The chairman needs to underline the gravity and urgency of the situation by summoning the board to extraordinary “credit crunch” meetings, “survival” meetings, “does our plan still make sense” meetings, and “how can we turn this pain into an opportunity” meetings. Without disrupting the rhythm, anchored thinking will continue to dominate.

The style of interaction can be another obstacle. Boards tend to establish patterns of behavior; for example, seating can become regularized, and some members may be expected to say little. Moreover, most boards have a default operating mode. Some place a premium on running smoothly—no disagreements, no late papers, no fluffed presentations, and no late finishes. Some are preoccupied with the formal aspects of governance: process dominates and content gets less attention. Some are financially oriented, with board members peering at their responsibilities through the numbers. But amidst all this heterogeneity lies, in our experience, one simple theme—there tends to be relatively little scope for genuine free thinking or for any fundamental reexamination of the premise of the company.

The solution is to explicitly change the way the board interacts. The chairman should insist that members articulate what they have thought but have not had the confidence to express. These conversations will often be more conceptual than rote, and participants will have to take the risk of “saying something stupid.” Chairmen will need to muster up the courage to drive relentlessly the discussions that will take most boards into deep and frightening waters. Long-cherished assumptions, existing plans, or defined ambitions may go down the drain.

One board we are familiar with used the Edward de Bono “six thinking hats” technique to force members into new conversations. The technique defines different styles of approaching a problem (for example, one concerned with facts and figures, another with creativity and new ideas) and asks members to signal which hat they are wearing. This encourages an improved climate of communication and creativity and helps the chairman spot when one or more hats are being over- or underused.

Many boards use outsiders either to facilitate a change in style or to challenge the thinking of their members. In one board, the work involved identifying the six to ten premises of the company’s plan for 2009. The outsider then interviewed each director and asked them to offer their opinions on each premise confidentially. When shown to the group, the results demonstrated that most of the board no longer believed the premises were valid.

Different kinds of meetings and a different style of interaction won’t be enough, however. To meet today’s challenges, boards need open discussion as well as stronger follow-through than is normal: fresh thinking needs to lead to changes in plans and budgets. One board we know has followed up new thinking with weekly calls to confirm the new direction and check whether the flood of new data and news about the credit crunch requires further recalibration by the board.

Of course, the measures we have described will achieve little if board members are not tangibly in touch with what’s going on in the economy. So there is one additional job for the chairman. It may mean encouraging the board to attend gatherings of bankers, visit customers or distributors, or interview managers in another country to understand how the country has been hit by the crisis. It may mean encouraging corporate directors to talk with middle managers to understand the impact of a share incentive scheme that is underwater. What is important is that directors have new, visceral experiences that trigger their thinking and help them to let go of past anchors.

Without dramatic leadership from chairmen, many companies will wander into 2009 focused more on survival than revitalization, hoping that their past view of the world will be restored. As a result, they will find themselves struggling to withstand tough conditions and badly positioned in the new environment. By shaking up the natural rhythms of the board and challenging corporate directors to reexamine their thinking, chairmen can ensure that their companies are ready to meet the challenges of the coming year. Q logo

About the Authors

Andrew Campbell is a director of London’s Ashridge Strategic Management Centre and has written more than ten books based on his research. The latest, Think Again: Why Good Leaders Make Bad Decisions and How to Keep it From Happening to You, is coauthored with Sydney Finkelstein and Jo Whitehead (Harvard Business Press, 2009). Stuart Sinclair is chairman and nonexecutive director of several companies in the United Kingdom and Eastern Europe and was previously the CEO of Tesco Personal Finance and GE Capital China. The opinions he expresses here are purely his own.

Recommend
  • 4 MARCH 2009
    Carol Frohlinger
    Managing Director
    Negotiating Women Inc.
    New York, United States

    This otherwise excellent article neglects the issue of board diversity. The solution is not only “to explicitly change the way the board interacts” but also to invite more women to serve on corporate boards. That will certainly shake up the...

    .
    Carol Frohlinger
    Managing Director
    Negotiating Women Inc.
    New York, United States

    This otherwise excellent article neglects the issue of board diversity. The solution is not only “to explicitly change the way the board interacts” but also to invite more women to serve on corporate boards. That will certainly shake up the status quo—and companies will be the better for it. Research clearly shows that diversity of thought results in better decisions.

    .
  • 18 FEBRUARY 2009
    Carlton Hughes
    Associate
    Lowy Institute for International Policy
    Sydney, Australia

    The article is useful, but it misses an essential point: how to maintain (or as may be more widely viewed as the case) to re-build trust under conditions of extreme uncertainty. “Creative input,” “genuine free thinking,” and a “fundamental review...

    .
    Carlton Hughes
    Associate
    Lowy Institute for International Policy
    Sydney, Australia

    The article is useful, but it misses an essential point: how to maintain (or as may be more widely viewed as the case) to re-build trust under conditions of extreme uncertainty. “Creative input,” “genuine free thinking,” and a “fundamental review of strategy” as processes will flow more easily under conditions where trust is acknowledged.

    .
  • 15 FEBRUARY 2009
    Deb White
    Principal
    White & Associates LLC
    North Carolina, United States

    It’s clear to me as an executive coach serving boards of directors that we need a new model. Board membership must evolve to create and recognize new roles and responsibilities. Agendas must include opportunities for on-topic open forum discussions and...

    .
    Deb White
    Principal
    White & Associates LLC
    North Carolina, United States

    It’s clear to me as an executive coach serving boards of directors that we need a new model. Board membership must evolve to create and recognize new roles and responsibilities. Agendas must include opportunities for on-topic open forum discussions and problem-solving. Beyond the role of gatekeepers, board members should be contributing next generation insight and direction. They must not only work well, but work well together.

    .
  • 9 FEBRUARY 2009
    Murali K.R.
    CEO
    Flowserve Sanmar
    Chennai, India

    The article is well written and I think its brevity on this important topic is its strength. It touches on all aspects of the issue and its countermeasures, except, in my opinion, one.

    For chairmen and directors to think that...

    .
    Murali K.R.
    CEO
    Flowserve Sanmar
    Chennai, India

    The article is well written and I think its brevity on this important topic is its strength. It touches on all aspects of the issue and its countermeasures, except, in my opinion, one.

    For chairmen and directors to think that the present crisis is not one of those things which came in previous avatars is critical for them to respond differently. The question is: how are chairmen and directors going to be sensitized to this? Unless they are sensitized and unless they believe that today’s economic meltdown is significantly more serious than the previous ones, it is very difficult to envision the changes the author is advocating. All board members are used to believing in data to assess the serious of any situation. We have very detailed data pertaining to the past as well as for the present for the members to analyze and use to plan countermeasures. But unfortunately, the true magnitude of today’s crisis is not what is it today but what it could be tomorrow. We seem to have insufficient data on this aspect to enable chairmen to push directors and processes to dramatic change to respond to this crisis. I think a short sub discussion on this would make this article more powerful.

    .
  • 9 FEBRUARY 2009
    Jody Bicking
    Partner
    Achev
    Alabama, United States

    I agree with the writer that with crisis comes opportunity. Successful CEOs will be those who can inspire constructive conflict and have the skill to manage such a dynamic environment, first within the board environment and then among the executives...

    .
    Jody Bicking
    Partner
    Achev
    Alabama, United States

    I agree with the writer that with crisis comes opportunity. Successful CEOs will be those who can inspire constructive conflict and have the skill to manage such a dynamic environment, first within the board environment and then among the executives and leaders.

    Unfortunately, there is a dearth of this kind of leadership talent in the American business world today. We have cultivated too many leaders characterized as “team” players who have thrived on staying out of conflict, not realizing that well-managed conflict is the lifeblood of innovation and efficiency.

    I recall an article written by Peter Lynch describing some of the ways he analyzed a company before making an investment. He stated his preference for going down to the loading docks and the shop floors and talking to people rather than spending time with the CEO. He realized that by doing this he garnered a much clearer picture of what was truly happening. In my opinion, that sounds a lot like an engaged board member; one who is truly representing the interests of the employees, the customers, and the shareholders (Yes, the order is significant!).

    There are some who will say such is not the role of a board member; believing they should not be involved at that level. I would agree board members should not ordinarily involve themselves in the management process. I will, however, shout from the roof tops my strong belief that board members must be involved and make every effort to learn and share what is going on at the loading docks.

    .
  • 8 FEBRUARY 2009
    Achim Michalke
    Professor
    Wolfenbuettel University of Applied Sciences
    Wolfenbuettel, Germany

    I totally agree with your analysis. However, is it by any means related to the current crisis? You can observe this behavior and identify lost opportunities in good times as well as in bad times, all over the world. Few...

    .
    Achim Michalke
    Professor
    Wolfenbuettel University of Applied Sciences
    Wolfenbuettel, Germany

    I totally agree with your analysis. However, is it by any means related to the current crisis? You can observe this behavior and identify lost opportunities in good times as well as in bad times, all over the world. Few companies succeed in forming an effective leadership team, opening the chance for extraordinary success. Aren’t most boards even aware of their weaknesses?

    Knowledge of these facts and goodwill obviously isn’t enough to make change happen. “Be a strong chairman, break traditions, and make things happen” puts the blame on the chairman, but doesn’t help him or her to do the job better. I do believe that most chairmen as well as board members are willing but unable to improve board performance.

    Do you have an idea, which mechanisms make the board members act as they do? Which systemic conditions should be altered to get boards into a more proactive role? Who will be able to make these changes happen? Will the current crisis open up opportunities to change board working conditions - or rather not, because increased fear of failure prevents bold acting?

    .
  • 6 FEBRUARY 2009
    Rudy Allen
    Assistant Vice President - HR
    ISP
    North Carolina, United States

    A thought-provoking article that is appropriate not only for corporate boards but also for nonprofit and professional associations with boards. I sit on a local volunteer board and this topic has come up several times during conversations. And you have...

    .
    Rudy Allen
    Assistant Vice President - HR
    ISP
    North Carolina, United States

    A thought-provoking article that is appropriate not only for corporate boards but also for nonprofit and professional associations with boards. I sit on a local volunteer board and this topic has come up several times during conversations. And you have to force people to voice their objections and help them to understand that opposing opinions do not paint you as a non-team player.

    .
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