Any 'breaking of silence' must pass two basic tests.

Author:Martel, Myles
Position:BOARD PRACTICES
 
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The time-honored principle that an organization should speak with one voice--the CEO's--continues to have significant, but not absolute, merit. One voice, versus two or more, has historically helped preserve corporate credibility and continues to do so while preventing confusion caused by discordant messages as well as preempting potentially troubling questions, such as "Who's really in charge?" and "Has the board lost confidence in senior management?" Moreover, a single voice has helped shield the board from undue exposure and best kept it out of the court of public opinion.

Possible exceptions do apply and could well increase as media scrutiny intensifies, with business TV programs, Internet sites and other forms of coverage proliferating and competition among them for sources and scoops escalates.

These exceptions mainly include:

* Announcements regarding board composition, e.g., a new retired, removed or deceased board member.

* Matters regarding the hiring of a new CEO, including information pertaining to the selection process as well as a statement endorsing the candidate selected.

* Statements related to matters mainly within the purview of the board, e.g., compensation and governance policies, and major transactions, including hostile takeover and merger activity.

* High-profile charges of improper conduct by senior management where the board's message would normally be more focused on process than the merits of the case.

Any exception must carefully pass two basic tests: (1) Is the board's message necessary--is it likely to influence key stakeholders? and (2) Do the rewards outweigh the risks?

For example, if a CEO's reputation as a leader is facing fierce public criticism, especially from major stakeholders, would a "full faith and confidence" statement issued by the board enhance the CEO's standing, or would it generate a skeptical "that means that the CEO will be gone soon" reaction? After all, firings have often occurred following such statements. Further, such a statement could create the perception that the board is limiting unduly its options to...

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