Feeling unloved?

• Author: Rock, Robert H.
• Position: Letter from the Chairman

AFTER A LONG and grueling board meeting, which in today's heightened governance environment is not uncommon, the chairman/CEO on whose board I serve asked me whether boards were becoming, in his words, "intrusive and invasive." He added almost wistfully that "management's prerogatives" seemed to have all but disappeared.

I found his words both interesting and peculiar. In regard to board oversight, I had not heard the characterizations "intrusive" and "invasive"; whereas I considered the once commonly heard phrase "management's prerogative" somewhat quaint, if not anachronistic. Along with several other directors, I was running to catch a plane after the adjournment of the board meeting, so I responded with the offhand remark that he was not alone: All CEOs were feeling less loved and more scrutinized as their boards took on increased diligence required by governance reforms.

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While flying home I thought more about his question, which reflected his concern and probably his complaint that directors were encroaching on what in the not-so-distant past was considered management's turf. He seemed to think his board was infringing on his decision-making authority, and he interpreted its increased involvement as signaling some lack of trust in his leadership.

Some chief executives may see their boards intruding on or perhaps even invading their turf, but directors today really don't have much choice. Both individually and collectively, directors must dig in, and often dig up, what's really going on in terms of major issues facing the company. As a result they must be assertive and sometimes even...