Asking the right questions.

• Position: LETTER FROM THE CHAIRMAN

"THIS THE DAY we fire our CEO?" opened my Chairman's Letter a decade ago. I thought this question got at the fundamental purpose of a board of directors; namely, whether the top leadership, in particular the CEO, has the strategic vision, requisite skills, and personal capacity to drive the company forward. Since this determination is the most important decision continually facing a board, I suggested that every executive session begin with this query. The following week, a segment of my piece was picked up by the New York Times, and I received many supporting comments.

Over the course of three decades serving on boards, I have heard penetrating questions regularly posed at meetings, including: "What keeps you up at night?" "Who can take over if our CEO gets hit by a bus?" "What are our greatest threats md greatest opportunities? "Do we have the resources, in particular the people, to do this?" "What could go wrong?" "Where does this take us?" "How will the Street react?" (Other recurring questions are perhaps more telling of directors' interests and capabilities." "How do you download the Diligent Book app?" "What's my password?" "Can someone print out my boarding pass?" "What's for lunch?")

Directors need to, constantly probe top management. They should not merely accept management's broad explanations; they should dig deep and get to the bottom of things.

Making truly informed decisions takes time, information, and deliberation. Consequently, boards are meeting more frequently, deliberating longer, and getting more objective advice. To help guide their decision making, directors are accessing ideas and opinions both from within the company and from...