A cure for 'unprofessional board syndrome.'.

• Author: Mueller, Robert K.
• Position: Developing a good board of directors

Are you doing proper care and feeding -- and 'turkey'-spotting?

SURPRISE! A member of your board violates an unwritten rule of conduct by publicly dressing down your chief financial officer. Another member, after having the need for a refinancing patiently explained to him, votes against it. A third's "little chat" with a TV reporter lands you on the evening news.

These are three symptoms that you may be suffering from "unprofessional board syndrome." While the syndrome has long been a problem, the need to correct it is more acute than ever. With information technology changing the rules of engagement in so many industries, boards need to be able to help senior management adapt -- and activist investors are increasingly holding boards accountable. So, based on four decades of study, I'll lay out two basic ways of ensuring fruitful partnerships between senior executives and their boards: Proper Care and Feeding and "Turkey"-Spotting.

Proper Care and Feeding

Good boards aren't born; they're carefully developed. A wise chief executive indoctrinates outside directors by giving them guidelines and informing them about strategic plans, the competitive posture, and plans for management succession. When is enough information too much? Never, says a chief executive who has mastered the art of briefing his directors: "You want them to say, 'Enough!' and never have to seek you out because they don't know something." Another chief executive says, "You must know what their position will be before they come into a meeting. You do your homework."

While much information can be reduced to writing, a chief executive should meet informally with directors one-on-one, to promote mutual trust and understanding. Because personal chemistry is crucial and because stressful times require effective communication, the chief executive must get to know his or her directors (and their spouses) personally. The chief executive must understand their expectations, values, beliefs, and private agendas.

Turkey-Spotting

Ideally, directors should be heroic figures imbued with wisdom, courage, intellectual power, and specific expertise needed by the corporation. They should -- by virtue of their character, reputation, and accomplishments -- lend a certain nobility of purpose. Outside directors, in particular, should be of such stature that you literally could not afford to hire them as full-time employees. Yet, of course, not all directors rise to this high level.

* The Great...