A brighter presence.

Position::Corporate directors

When to speak and how much to say are perennially relevant matters, especially for new board members.

IT MAY BE DIFFICULT to imagine, but there was a time when corporate directors were to be seen and not heard William A. Dimma, one of Canada's most distinguished and experienced directors (having served on 50 corporate boards), tells of an experience as a new director some 30 years ago. He joined his new peers for tea and biscuits in an elegant anteroom, then accompanied them into the boardroom proper. Finding his place card at the end of a very long and very polished table, he took his seat some 30 feet from the chairman who, after dispensing with a few formalities, welcomed him: "I am sure you'll find this a most interesting board. There is only one thing I wish to say to you. It is, and for many years has been, our custom that a new director is not expected to speak during his first year of board service."

It may have been unusual even in those days for this rule to be voiced aloud, but for many decades this point was clearly understood, whether or not articulated: A new director must strive to become a "dim presence." Indeed this was the intriguing job description an older friend of mine was given in an informal orientation to his first directorship. It was understood too that if anything actually needed to be said by any director, it should be said quietly and with the greatest civility. And, of course, it should not be critical of the CEO or the company.

Much more recently, I joined the board of what I thought to be an intelligently managed enterprise, one that I believed would encourage its board to be fully engaged. Still, being its newest member, I tried hard to keep my counsel and said little during the first few meetings. It soon became obvious, however, that the chief executive "owned" his board, even though there was a separate chairman (his predecessor). The CEO managed to monopolize the agenda, filling all available time with prefabricated presentations.

After another meeting or two, I privately asked the chairman (though I feared that I knew the answer) whether the practice of holding regular executive sessions of only the outside directors, at the end of every formal board meeting, for example, had been considered. He suggested that I bring this up at the next board meeting, which I did. Only to hear the CEO reply, "Tom, we have thought about this, but it is just not the way we do things around here."

As it happened, this...

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