Board chairs are good, but they can be great

Business Daily (Kenya) - - FRONT PAGE - CAROL MUSYOKA Carol.musyoka@ gmail.com Twit­ter: @ car­ol­musyoka

Democ­racy is two wolves and a lamb vot­ing on what to have for lunch - Ben­jamin Franklin (1706 1790) Amer­i­can States­man.

Be­ing a board chair­per­son is hard. One has to pay rapt at­ten­tion through­out the meet­ing rather than zone in and out men­tally as some di­rec­tors are wont to do. One has to speak last so as not to in­flu­ence the dis­cus­sions. One has to read the board pack thor­oughly and dis­cuss the agenda be­fore­hand with the chief ex­ec­u­tive of­fi­cer and the com­pany sec­re­tary to en­sure that there is an un­der­stand­ing of what the de­sired meet­ing out­comes are.

One has to have quiet but coura­geous con­ver­sa­tions with er­rant di­rec­tors or worse, an er­rant CEO. But what has to be one of the hard­est roles of the chair­per­son is to fa­cil­i­tate board meet­ings adroitly, al­low­ing ev­ery­one to be heard while keep­ing con­trol of time and most im­por­tantly sum­maris­ing views from around the ta­ble to ar­rive at a co­gent and co­he­sive out­come where de­ci­sions have to be made fol­low­ing ex­ten­sive de­bate.

Emo­tional in­tel­li­gence is a crit­i­cal if not im­per­a­tive skill for any chair­per­son. The chair­per­son has to be fully aware of the dy­nam­ics in the board room, the var­i­ous mo­tives driv­ing direc­tor views and nav­i­gate po­ten­tial mine­fields skill­fully so as not to ap­pear par­ti­san. Such non-par­ti­san­ship is of­ten demon­strated by al­low­ing all sides of a de­bate to be heard and to steer the group to­wards con­sen­sus. That’s much eas­ier said than done. In an ar­ti­cle from the Amer­i­can fa­cil­i­ta­tion firm, Lead­er­ship Strate­gies who have worked with hun­dreds of groups, group dis­agree­ments can be cat­e­gorised into three.

The first type of dis­agree­ment is where the pro­tag­o­nists have not clearly heard and un­der­stood the other’s al­ter­na­tive and rea­sons for sup­port­ing the al­ter­na­tive. They call this Level 1: They are not hear­ing each other. The se­cond type of dis­agree­ment is where they have heard and un­der­stood, but they have had dif­fer­ent ex­pe­ri­ences or hold dif­fer­ent val­ues that re­sult in pre­fer­ring one al­ter­na­tive to the other. This is Level 2: They have dif­fer­ent val­ues or ex­pe­ri­ences. The last type is where the dis­agree­ment is based on per­son­al­ity, past his­tory with one an­other or other fac­tors that have noth­ing to do with the al­ter­na­tives. This is Level 3: Out­side fac­tors.

While the other di­rec­tors might bury their noses in their smart­phones dur­ing a heated de­bate, or just look long­ingly out­side the win­dow pray­ing that this meet­ing can come to a glo­ri­ous end be­fore the das­tardly traf­fic starts to build up, the chair­per­son has to de­ter­mine in an in­ter­nal di­a­logue with them­selves whether this de­bate is one that can be con­cluded dur­ing the meet­ing.

Are the pro­tag­o­nists de­bat­ing due to Level 1 or Level 2 dif­fer­ences or is there a deeper man­i­fes­ta­tion of an ex­ter­nal and un­re­lated fight that is in­ad­ver­tently play­ing out in this board­room? Is a con­sen­sus even pos­si­ble on this side of the mov­ing sun? Three op­tions are avail­able at this anx­ious point: Try and build con­sen­sus (highly un­likely if it’s a Level 3 dis­agree­ment), bring the mat­ter to a vote (highly di­vi­sive) or post­pone the mat­ter to a yet to be de­ter­mined point in the fu­ture.

If you have had the plea­sure of watch­ing sea­soned chair­per­sons in ac­tion, op­tion two which is to bring the mat­ter to a vote is rarely, if ever, used. When a mat­ter is brought to a vote, the is­sue es­sen­tially in­tro­duces win­ners and losers. While the mi­nor­ity opin­ion may have been aired, re­duc­ing the mat­ter to a vote leaves that opin­ion nakedly hang­ing in the air, ex­posed and un­re­quited. It does not foster fu­ture una­nim­ity of pur­pose which is crit­i­cal for func­tional board ef­fec­tive­ness. It should there­fore be used ex­tremely cau­tiously, where the chair­per­son has ex­hausted all ef­forts to try and build con­sen­sus amongst the pro­tag­o­nists and the ur­gency of the mat­ter at hand means that the de­ci­sion can­not be post­poned.

Op­tion three, to post­pone the de­ci­sion, is used by saga­cious chair­per­sons. They can de­tect that the hard­ness of po­si­tion by the pro­tag­o­nists, de­spite the clear ev­i­dence of a po­ten­tial con­sen­sus, is likely un­der­pinned by ex­ter­nal fac­tors. They use the time to un­der­stand what the un­der­ly­ing is­sue driv­ing those ex­ter­nal fac­tors is, and bro­ker a hand­shake in pri­vate for pur­poses of the de­ci­sion that needs to be made.

This is para­mount for board ef­fec­tive­ness as it en­sures that all par­ties con­cerned are now alive to the dif­fer­ences and the chair­per­son and CEO are aware of how fu­ture dis­putes should be ad­dressed be­fore they flare up in the board room. Vot­ing, to para­phrase Ben­jamin Franklin, leaves the mi­nor­ity akin to be­ing the ma­jor­ity’s lunch. In a board room, it should there­fore rarely be used.

Emo­tional in­tel­li­gence is a crit­i­cal if not im­per­a­tive skill for any chair­per­son” AU­THOR

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