Keep the board's voice orderly and 'on message': loose-cannon directors interfere with the disciplined persona the board should project and can fuel concerns that the board itself is not united.

Author:Dilenschneider, Robert

VIRTUALLY EVERY DAY, a public-company board in the United States is positioned to make a major policy statement on one issue or another.

The pressures are huge. Advice from lawyers, accountants and advisers is legion. And, at this writing, there is no "one-size-fits-all" rule board to give a clear direction--it depends on circumstances. And, don't think you're off the hook if you're not the outside chair or lead director. Certain expertise may require that the most appropriate board member respond.

We have advised many boards, and we recommend that the board:

  1. Define the various circumstances and level of gravity that may warrant a board response.

  2. Develop an orderly procedure to identify the issue, define the message, and select the most appropriate spokesperson.

  3. Train all directors in basic interview and message delivery techniques.

  4. Identify, in advance, the most appropriate communications channel for the board's message. (An interview with a single, fair-minded reporter may be far more effective than a press conference in delivering a consistent message.)

  5. Assess reaction to the board's response and plan follow up, if warranted.

A suggestion is frequently made that lawyers and outside advisers speak on matters of importance. We recommend against this. An outside director or an internal spokesperson will carry much more impact.

Depending on the seriousness of the event, many boards involve professional communications experts independent of management and the corporate communications or investor relations function already in place. In these instances, the board should inform management that it will be working with an experienced outside communications expert to develop a strategic plan and messages and work with the board's designated spokespeople, including media training.

The adviser should confer with management so there are no surprises, as long as appropriate confidentiality of board deliberations is observed. The adviser...

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