Board communication has been the topic of a handful of conversations over the past few weeks as several of the companies I work with have grappled with both the right level of communication as well as the correct forum for certain board level discussions and decisions.
Although there are a handful venues in which boards communicate, fundamentally they fall into one of two categories: conversations between a subset of the board (often just the CEO and an individual board member) and those that involve the full board. While there are some decisions that must clearly be made by the full board at properly noticed board meetings (and documented as such) there are many more day-to-day decisions that either do not, or fall into a gray area where gaining board ‘consensus’ might be accomplished in different ways (or may not even be required at all).
Before I go on, let me pause to say that not only am I not a lawyer – I’m definitely not YOUR lawyer. Decisions around proper company governance should be made in consultation with company counsel who can provide you with specific guidance around what decisions need to be made by the full board and the proper ways to obtain board consent on those matters.
My view on board communication is actually pretty straight forward in that I believe that a mix of serial (one-on-one) and collective communication styles is appropriate (although I recognize that some of my venture colleagues skew significantly to one side or another). Certainly CEO’s and management teams should feel free (and be encouraged) to reach out to specific board members to get operational and day-to-day tactical advice. Topics for these conversations can range from prep for an important customer meeting, advice on a strategic alliance or partnership, thoughts on a marketing initiative, etc. They should also regularly ‘check-in’ with their board members to make sure that they are communicating regularly (and getting feedback as necessary about both the business and their board management). These conversations are natural places for soliciting tactical business feedback as well as preping for group decisions that are upcoming.
I draw the line on these conversations when they start to enter the realm of board decisions rather than board input (and even in the case of board input, there are some topics that really should be discussed openly with the board as a whole). I’m generally NOT in favor of CEO’s serially calling all board members either for the purpose of gaining buy-off in the absence of a group communication or for the purpose of "pre-wiring" a board call (essentially lobbying the board before the have a chance to talk together). There’s incredible value in the actual board discussion and in many cases someone comes up with an idea that either influences the group decision or triggers a thought by another board member that wouldn’t have otherwise come up. There’s definitely risk in this – a CEO needs to be comfortable with more far ranging conversations and open to real disagreement. Of course, most good CEO’s embrace these sorts of conversations and have a good governor based on run-time with their board what decisions really require some kind of parallel discussion vs. those that don’t.
One thing that significantly helps reduce the potential for problems is making sure that you are regularly communicating to your board collectively between meetings. Regular business updates will ensure that even if you couldn’t connect with several of your board members everyone is fully up to date. Its also a place to gain basic group feedback on topics that for one reason or another came up with only some board members and which deserve some amount of group consideration ("I spoke with George this week about XYX; he suggested ABC; I’d appreciate your thoughts on this subject as well.").
With a little thought and planning as well as at least a short, regular (at least bi-weekly) check-in will go a long way towards avoiding the problems that arise when your board feels that important decisions are being made without their full input or counsel.