The most valuable director of all.

• Author: Bruce, Harry J.
• Position: THE BOARD INTERVIEW

WE ALL HAVE HEARD the stories about directors who doze during meetings, sit silent while others engage the issues, and rubber-stamp the CEO before questions have been clarified. It takes no special expertise to identify these examples of deadwood, though it may take some time and skill to ease them off the board.

The more challenging task is to identify director candidates who, once elected, will become real contributors to the board. The performance of these contributors often can be rated by the strength of their participation in spirited, in-depth reviews of management's actions and their ability to act as a consultative resource to the CEO without being antagonistic. Each director should be contributing a particular type of expertise which he has developed out of his own business accomplishments and which is relevantto the company on whose board he sits--perhaps marketing, or engineering, or finance, or law, or plant management. Particularly helpful are directors whose professional strengths can buttress or compensate for weaknesses in the CEO's training and experience.

The most valuable director of all is the one who can challenge the CEO while at the same time supporting him, a person who has mastered the difficult art of "disagreeing without being disagreeable." These extremely rare individuals can contribute much-needed knowledge and experience and are able to help steer the business around potential hazards without displaying the type of know-it-all attitude that alienates fellow directors. Attheir best, this type of director can bring up a good idea so subtly that the CEO will believe he thought of it...