Have fun while you 'fiduce.' (fiduciaries should cultivate a sense of humor) (reprint from Directors & Boards, Spring 1984) (Putting In Place the Right Board for the 21st Century)

• Author: Mueller, Robert Kirk

SOME LESSONS learned over 24 years in boardrooms include:

* Those who think they know it all are very annoying to those who do.

* The most difficult thing in the boardroom is to know how to do a thing and watch -- without commenting -- a fellow director doing it wrong.

* At board meetings the one unmatched asset is the ability to yawn with your mouth closed.

* Some directors will believe anything if it is whispered to them.

* Trivial matters take up more time because we know more about them than important matters. Trivial matters are handled early in the agenda. Important matters either are never resolved or are sorted out at the end of the agenda, when there is insufficient time for full discussion.

* If you explain you were late for the board meeting because you had car trouble, the next meeting you will have car trouble.

Too few businessmen, and hardly any directors, have the ability to laugh at themselves. The importance of being earnest takes all the play out of directorship and trusteeship. This is a sad situation. Good governance needs a balance and some freeboard between the seriously formal and the relaxed, informal processes of management.

Effective corporate leadership anywhere in the world can use such grace notes of subtle humor and feeling to alleviate the not readily perceivable pathos or absurdness of situations, characters, and consequence. But, alas, few fiduciaries have any mental fun while they "fiduce."

A tranquil boardroom is a desirable state and can be a place for some appropriate humor. Unfortunately, these days many boardrooms are unsettled, because of the profound changes taking place which impact their function.

The outside directors cannot detach themselves legally from their fiduciary roles, but they ought to learn to be more lighthearted about the serious side of being a director.

As an antidote to the pressure of conflict and the rigors of survival in the executive jungle, humor needs to be better recognized in the boardroom. This is not a new idea. Albert Rapp relates a story of Amasis, fifth Pharaoh of the twenty-sixth Egyptian dynasty (about 570 to 526 B.C.). Amasis rose from the ranks and appears to have been a capable and judicious sovereign, living at the time of Croesus and the rise of Greek art, philosophy, literature, and science. Despite this serious milieu, Amasis had a notorious routine. Every day he would rise before dawn and work like a Trojan until noonday. From then on, there would be nothing...