Getting the best from your board.

PositionBoard of directors

The Chief Executives' Council is a collegial group of 13 retired chief executives whose mission statement reads: "To share with current CEOs the practical real-life experiences of former CEOs in problemsolving situations, either as objective second opinions or as a sounding board for reviewing options. "The group also favors Roman poet Plautus' saying, "No man alone is wise enough." To conclude this edition, DIRECTORS & BOARDS checked in with the group for some of its shared wisdom on the "care and feeding" of the board of directors. Collectively, the Council members sit on 40 boards in addition to their corporate troubleshooting. Here's what they had to say about getting the best from the board.

A good board is an unparalleled asset to any CEO, a "brain trust" of priceless depth and dimension to be tapped to support a chief executive in coping with the complex array of issues facing any company. It's a "sounding board," a team of ultimate professional consultants -- objective, experienced, and candid.

A chief executive gets a board of the quality he deserves, the members of the Chief Executives' Council agree. They do acknowledge that there are passive, rubber-stamp-type boards, as critics charge.

To get value from the board, first and fundamentally, the chief executive has to honestly want their contributions. If he just picks names or buddies to validate his decisions, he will, in their view, squander a unique opportunity to expand his own wisdom and stewardship.

Pick a diverse board, drawing on outside talent relevant to the goals of the company, say Council members William F. May and Harry B. Henshel. If you're in a complex technical business, choose people who can understand technology, insists Fletcher L. Byrom. Byrom likes ex-CEOs on his board because they are comfortable with making tough, risk decisions. Personal chemistry plays a role, too, but these obviously strong-willed executives put higher priority on talent. "I had one sometimes irascible board member," recalls May, "but he had a brilliant mind and that was a small price to pay for that kind of talent."

Ray French cautions about me-too minority representation. "Talent before diversity," he suggests, noting that he once had a female board member, chosen largely for that reason, who mumbled criticisms throughout board meetings for two years but refused to speak up. When pointedly asked for her views, she resigned.

"Get to know your board, their talents, their interests, and find ways to relate this to corporate assignments," recommends Stephen J. Raffay. Doing so, Otto Silha notes, "is more art than science." At Cowles Media Co., he saw that one board member obviously read the Cowles papers assiduously, so he got him involved with the publisher. Another watched a...

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