The board's role in mentoring the CEO.

• Author: Clarke, Richard
• Position: DUTIES OF DIRECTORS - Cover story

Over 40-plus years, I've mentored numerous CEOs and had a mentor myself. This is what I have learned about making the process a success.

The CEO is the most important executive in the company's success or failure--there's no dispute. The CEO is the leader, in charge of the activities, strategy and people of the company. The board is responsible for advising the chief executive, and when circumstances dictate holding him or her accountable. The board also has an obligation to the shareholders, the company and the CEO to help him/her succeed. Crossing one's fingers rarely works. As boards have learned, they can't ignore any early warning signs of trouble with their CEOs (a topic we addressed in "How To Avoid Firing Your CEO," Directors & Boards, Fall 1999).

To ensure success the board of directors may deem a mentor is necessary. If so, they must take an active role in any CEO mentoring program.

The first step

First, the board needs to select a director to mentor the CEO, then determine when feedback is given to other directors. The board often views the chairman as the mentor, seeing it as a normal part of his/her responsibilities. However, the "boss-subordinate" relationship between these two precludes a successful mentoring relationship. Obviously when the chairman and CEO are the same, the mentor must be an independent board member--either the lead director or chair of the governance committee.

When selecting a mentor, the board should seek a director with strong interpersonal skills. Not the nicest or smartest person, but someone who can listen, provide positive and negative feedback, and has the ability to offer advice at the right time. The mentor should have broad experience in various businesses and functions, plus the ability to wisely impart that knowledge. He or she should be respected by other directors. Most importantly, the mentor must be able to establish a relationship with the CEO of absolute trust, that his/her only purpose is to help the CEO perform better. The CEO must feel confident the mentor is not simply another conduit of evaluation information to the board.

This must be established at the start and continually reinforced.

Over 40-plus years, I've mentored numerous CEOs, had a mentor myself, and learned a good deal. Examples and guidance follow:

* When I was a mentee, I had just accepted a president and CEO position of a large, complex corporation. The headquarters office was in the same building as the independent...