A good board's big difference: this is the test of whether your board is functioning well.

• Author: Platt, Lewis E.
• Position: FROM THE ARCHIVES

Ed. Note: For most of its years Hewlett-Packard Co. has been highly regarded for its enduring culture of management and innovation. That cultural strength also included its governance. Lewis E. Platt, H-P's leader during the 1990s, died in September 2005. He was five years into his tenure as CEO when he published "Governance the H-P Way" in DIRECTORS & BOARDS [Summer 1997], a set of reflections on the CEO-board relationship and H-P's vaunted governance culture. The following is an excerpt.

EVERYTHING about me is colored by my 30 years spent at Hewlett-Packard. We place an extraordinarily high value on performance, responsiveness to customers (including shareholders) and our ability to speak very openly with one another. Our deep-rooted company culture shapes the context in which our board operates.

A good test of whether your board is functioning well is if you can answer "yes" to the question, "Do I feel free to discuss anything with my board ... to talk with full candor about anything that's worrying me?" I feel fortunate in this regard. Not all CEOs can say the same.

For one reason or another, something goes wrong with the relationship between the CEO and the board, or between company management and the board, which leads to secrets, to a lack of trust, to poor board performance, and, ultimately, to poor corporate performance. My board has been very helpful to me with its perspective and advice, and our candid dialogue takes place in an atmosphere of mutual respect, which is key to having a good board relationship.

Openness and the kind of communication you set up between management and the board is, in my mind, the biggest difference between boards that function well and those that do not.

At Hewlett-Packard, we have several board processes that promote open access to information and people. We start with a monthly information package that I send to each director. We have six meetings per year. When we do not meet, I send the package with a cover letter describing how I felt the month went, the issues that I am thinking about, and the important matters that happened during the month. It's a way of filling in the gaps when your board meets every other month.

Second, I make sure that there is ample interaction between my direct reports and the board members when they come to the meeting. It starts over dinner the night before the board meeting. This is a chance for the directors to informally interact with the people who are actually...