The first duty of a director: wisdom from Walter Wriston, a master banker and board leader.

• Author: Kristie, James
• Position: FROM THE ARCHIVES - Walter B. Wriston - Interview - Excerpt - Obituary

RENOWNED BANKER Walter B. Wriston died on Jan. 19, 2005, at the age of 85. He grew Citicorp into the world's largest bank during his tenure as CEO beginning in 1967 until his retirement as chairman in 1984. DIRECTORS & BOARDS Editor James Kristie interviewed Wriston in 1986 for the journal's special 10th anniversary edition. An excerpt from that conversation follows.

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What's the "secret" of getting the best out of the board?

The secret, if there is such a thing, is first and foremost being completely up front with what's going on. If the CEO sees a problem coming down the pike, rather than glossing it over he says to the board, "Look, we have a real problem and we could use all the help we can get. This is what we plan to do about it. What do you people think?" The CEO and board have to build a rapport--which critics call cronyism, but in the real world is called trust. If the board doesn't trust the CEO, he or she should be fired. And if the CEO doesn't trust board members, you've got an impossible situation.

Should a chairman tolerate, if not encourage, a certain amount of dissent at the board level? Or is dissent too strong a word?

Dissent is probably not the correct word, but people run boards different ways. My view is that if the chairman brings a proposition to the board and one or two directors say, "I don't think that's such a great idea for the following reasons," I would recommend the chairman at that point withdraw it and say, "Okay, I heard you. We'll send it back to the laundry. I'll come around and see you when I have some new data and we'll go back at it." That's the way the real world works in a well-run corporation, as opposed to the way outsiders think--"Gee, what was the vote on that?" A board that has to take a vote is a board that's in trouble.

Were you in that position occasionally?

Sure, I took a lot of things off the table. Most of them we brought back, and when they came back they were a lot better thought-out and sometimes much changed. What's the use of having all of that talent on the board if you don't listen to them?

When you look back on your chairmanship of Citicorp, what decisions stick with you as being particularly wrenching for the board?

When you want to go into a new line of business is one. You have all your marketing data and everything, but to get from here to there you might lose $100 million or $200 million, although the long-term benefit to shareowners would be high--well...