What you need to know about a board s 'hygiene': important questions to ask about practices designed to preserve the health and well-being of the board--before you accept an invitation to join.

• Author: Balkcom, John
• Position: BOARD PRACTICES - Column

In April 2004 I became nonexecutive chairman of the board of IMCO Recycling Inc. on an interim basis. We were then in the midst of merger negotiations with IMCO's largest customer. To gain some insight and wisdom on my expected role, I asked an old friend, Warren Batts, ex-CEO of both Tupperware Brands Corp. and Premark Corp., to have breakfast with me, and when we met I asked him, "How do I do an effective job of serving as chairman?" Without a moment's hesitation, he replied, "Be prepared to piss off the CEO."

The merger happened in late December 2004 and created Aleris International Inc. By late December 2006, the Texas Pacific Group had bought the new company outright and taken the company private, thereby ending my first tenure on the board of a public company.

In the meantime, I had participated as a member of the audit committee in overseeing the refinement of the company in accordance with the Sarbanes-Oxley Act and observed the development of an entirely new company culture under the leadership of the chairman and CEO, Steve Demetriou. I had also experienced a boot camp in governance at the hands of my board colleagues, including Paul Lego, former CEO of CBS and Westinghouse; Fred Fetterolf, former COO of Alcoa; Dale Kessler, former senior partner at Arthur Andersen (long before its bankruptcy); John Grimes, former CEO of Enterprise Rent-A-Car s Dallas area; and John Merow, former managing partner of Sullivan 8c Cromwell in New York City. I could not have asked for better teachers. What I learned from them shaped much of the thinking in my new book, 21 Questions To Ask Before You Join a Board.

While the buyout of Aleris was a personal boon, the personal learning from my board colleagues provided the far greater benefit and gave me a realistic sense of the stories of accounting, ethics, and governance then playing out in the business media. They also helped me gain a pragmatic sense of the responsibilities of directors, as well as the risks inherent in directorship.

What I understand several years after my breakfast with Warren Batts is that the role of the board chairman (or frankly, of any board member) is not to seek an opportunity to irritate the CEO, nor to be the CEO's best buddy, but to be prepared to differ with the CEO when the occasion calls for it. On any board I've ever seen or served, the occasion has always presented itself. I learned: be prepared, or don't join the board.

Certain preconditions must apply

I take as an...