'I jumped at the chance to serve.' (accepting the first directorship position) (Putting In Place the Right Board for the 21st Century)

• Author: Cook, Lodwrick M.

Five years ago, on the occasion of the 15th anniversary of DIRECTORS & BOARDS, Lodwrick M. Cook wrote one of the key articles for that special issue. At the time, he was chairman and CEO of Atlantic Richfield Co. Now he is Arco's chairman emeritus, having retired as CEO in 1994 and chairman in 1995. We invited him to join us again on our 20th anniversary to recall his first directorship and offer some other personal reflections.

In the mid-1970s, I was running Arco's transportation division -- a cluster of enterprises that ranged from pipelines in Texas and Oklahoma to a fleet of new oil tankers that carried Alaska crude to markets in the western United States. I was not yet on the Arco board but was approached by Domtar, a leading Canadian forest, pulp and paper company with headquarters in Montreal. I jumped at the chance to serve. I saw it as an opportunity to learn not just the duties of directorship but the perspective of a different industry and a different country. It was a real eye-opener and, because we met in Montreal, the annual meetings were conducted in both English and French.

It was also educational to watch the board change. When I first arrived, the Domtar board was the standard mix of entrepreneurial and corporate chief executives -- biased toward growth and measured risk. By the time I left, public retirement funds in Canada had increased their ownership and had claimed several board seats. The funds chose to place government officials in those seats, and the tone of the company dramatically changed, from growth to a very conservative preservation ethic -- almost a bureaucratic lethargy.

I was glad to leave but I had learned a great deal. One lesson, surely, was that directors can rarely escape who they are; if you appoint a government bureaucrat, they don't reinvent themselves just because they've joined the board of a large commercial enterprise.

Since that time, I've served on many boards in many industries and on many charity boards. Each shares some of the same challenges, and the same dangers. A director has to provide some kind of oversight -- but not try to run the company. On the other hand, you can't abdicate your authority. You must stay involved and have a reasonably intimate understanding of the company -- not just the financial status but the environmental and litigation situation, too.

I took away lessons from that first board experience that I've relied on ever since. I learned to listen to others. I've...