Board Member etiquetteHow should you act at the board table? Is there an unspoken code? The answer is yes. This document describes the challenges facing new board members, and the etiquette that is usually practiced around the board table. Being a board member is different than being member of management. Index to this document The Paradox of Board MembershipIndividuals are often selected for board membership because they have been successful in some other endeavour, either as a CEO or as a member of a working organization. Part of that success is often the ability to lead and be decisive. They are “get things done” types of people. The paradox is that board members are asked to not actively use the skills that have made them successful, but rather to become advisors to the CEO. They are there to ensure that the CEO “gets things done.” This paradox is the most difficult part of understanding the line between the Board’s responsibilities and those of management. IndependenceBoard members are expected to be independent of management and independent of each other. A board member is required to understand and think critically about each issue, ask questions to gain understanding, and not be influenced by the expectations of others. It also means “No Politics.” Each issue should be adjudicated on its own merits, avoiding the temptation to trade support for one issue with support for another. Maintaining independence requires courage. Respecting Decorum and the Rules of procedureBoards typically follow Robert’s Rules of Order. They support orderly discussion and orderly voting on issues, and the maintenance of appropriate Board records. The value of Robert’s Rules comes when discussion becomes heated or argumentative, or when the board becomes divided on issues. Following the rules ensures that all members have an opportunity to speak and that the discussion remains orderly, if not calm. Conflict of interestA conflict of interest occurs when an individual or group has loyalties or commitments to parties on both sides of an issue, and, being asked to make a decision or take an action in the best interests of one of the parties. That places the member in a position to make a less-than optimal decision by also serving the interests of the other party. Board members must declare conflicts of interest and refrain from involvement in any discussion of the issue. In some cases, the member is asked to leave the room for the discussion. Preparation for a meetingMembers are usually provided with a package of material relative the topics on the agenda prior to a meeting. Meetings will move more quickly and be more productive when Board members read the material beforehand. In some cases management loads members with reading that is irrelevant to board members responsibility. The board should ensure that does not happen. Participation in the meetingBoard members are expected to participate in board discussion, contributing to the analysis and decision on an issue. A declaration of lack of knowledge on a topic is reasonable. Respect for the “Lone wolf.”Some members may continually take positions opposite to a majority of board members. The principle of independence both justifies this action and encourages other board members to try to understand the perspective the dissenter. CollegialityBoard members often become very collegial because of the environment in which they work, this despite any differences of opinion that may occur during the meeting. Collegiality should not get in the way of independence. Speaking with one voiceBoards should have a policy defining who can speak publicly on behalf of the board and management. Most boards expect that, when a decision is made, all members will support it. Criticizing a board decision outside the board may not be considered acceptable behaviour. Members Have No AuthorityIndividual members have no authority with management or staff of the organization except through decisions of the board as a whole. It is considered inappropriate to question management or staff without express knowledge or consent of the CEO. Think Long TermA board member’s purview is usually the long term, not the short term. The exception may be an issue that immediately threatens the health of the organization. Getting alongDon’t ask to sit on a board. Don’t bypass the CEO. Be courteous at all times, but do not be soft. Take time to learn the culture, influences and relationships that exist amongst board members before you become actively involved. Get involved, read, and ask questions–or get off the board. Don’t argue with the CEO. Find a time to talk privately.
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