The director as a cultivator of management.

• Author: Weidenbaum, Murray L.
• Position: Reprint from Directors & Boards, Winter 1984 - Putting In Place the Right Board for the 21st Century

HOW DO YOU REPRESENT the shareholder at the meetings of the board? Personally, I try to follow a variation of the Socratic method. I mainly ask questions. Of course, I try to avoid second-guessing the management. A company does not benefit from either a totally compliant board nor from one that tries to dominate the management. My attitude is that a strong management is cultivated by providing some guidance to it. If the company has that type of management, asking the right questions may be sufficient.

If the management seems too dense to get your message, you may have the wrong management -- or you may have been too subtle. But if you really get a brushoff on something you consider important, speak to the other directors. There is nothing like introducing a well-prepared motion to get the chairman's attention.

In any event, the director needs to exercise discretion in carrying out the role. If you are asking questions on every item on the agenda, you are probably becoming a nuisance and diluting your effectiveness. But, it' meeting after meeting goes by and you do not open your mouth -- except to second the motion to adopt the minutes -- then you probably are not earning your director's flee.

Interactions with the CEO are vital for the outside director. The subtlety of the relationship arises particularly because of the presence of other members of the senior management on the board -- the inside directors. The outside director must remember that the CEO-chairman (assuming that the customary dual title obtains) has to deal day to day with the other inside directors in a leadership fashion. Thus, I often find it useful to communicate ideas or concerns to the board chairman in an informal way. He is not put on the spot. If I am not satisfied by the chairman's response, I feel free to raise the matter at a board or committee meeting. But, especially on touchy matters such as personnel, at least I have put him on notice.

What advice can be given to the new member of a board of directors? All I can report is the attitude I have tried to take when joining a board -- that I will have to learn a lot before hitting my stride. That learning process covers the company's activities and history, its people, and especially the variety of formal and informal interactions with the other board members.

Although it may go...